Common use of Demand Registration Clause in Contracts

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

Demand Registration. Subject to Sections 2.1(f3.1(d) and 2.2 3.2 hereof, at any time after the date that is 180 days after the IPO Closing Date, each Holder if one or more Designated Holders (the “Initiating Holders”) desire to exercise their Registration Rights with respect to the Registrable Securities, such Initiating Holders may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s their desire to have some or all of its the Registrable Securities registered for resale sale and specifying the number of Registrable Securities to be registered by the Company (a “Demand Registration”). Upon receipt of a Demand the Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable SecuritiesNotice, if the Company has is not already caused such able to cause the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 3.1(a) with respect to such the Registrable Securities, and, for the avoidance of doubt, such registration shall not be deemed a Demand Registration), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty thirty (6030) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand New Registration Statement”), which ) that complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of the Designated Holders of such the Registrable Securities. The Company , and agrees (subject to Section 2.2 3.2 hereof) to use commercially reasonable best efforts to cause the Demand New Registration Statement and Related Prospectus to be declared and remain effective by the Commission as soon as practicable. (As used herein, “Registration Statement” and “Prospectus” refer to a registration statement and related prospectus (including any preliminary prospectus) filed pursuant to the Securities Act utilized by the Company to satisfy a Designated Holder’s Registration Rights pursuant to this Agreement, including, but not limited to, a Shelf Registration Statement and related prospectus (including any preliminary prospectus) or a New Registration Statement and related prospectus (including any preliminary prospectus), including, in each case, any documents incorporated therein by reference). Subject to Section 2.2 3.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand the Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand the Registration Statement, (ii) the date on which all of the Registrable Securities covered by such registered in the Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such in the Demand Registration Statementare sold. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Designated Holder), in its sole discretionbut subject to the prior consent of the Designated Holders, include all additional of the Designated Holders’ Registrable Securities then outstanding or any portion thereof in any registration statementRegistration Statement (other than a Registration Statement on Form S-4 or S-8 or any successor thereto), including by virtue of adding such Registrable Securities as additional securities to a Demand an existing Shelf Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a3.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission); provided, that such registration shall not constitute a Demand Registration.

Demand Registration. Subject to Sections 2.1(f2.2(c) and 2.2 3 hereof, at any time after the date that is 180 days 14 months after the IPO Closing Dateclosing date of the IPO, if the Company (i) is not eligible to use Form S-3 (or similar or successor form) or (ii) has failed to file the Shelf Registration Statement, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its their Registrable Securities registered for resale and specifying sale by the Company (a “Demand Registration”). Each Demand Registration Notice shall specify the number of Registrable Securities to be registered by the Company (“Demand Registration”)Company. Upon receipt of a Demand Registration Notice from a Holder requesting registration the Holders of at least 25% of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement Registration Statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities2), then the Company shall will cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty ninety (6090) days following receipt of such notice, a new registration statement Registration Statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which that complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such the Registrable Securities. The Company Securities (the “Demand Registration Statement”), and agrees (subject to Section 2.2 3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable following the filing thereof (if it is not an automatically effective Registration Statement). The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of Registrable Securities as soon as practicable, and each Holder of Registrable Securities who wishes to participate in such Demand Registration Statement shall notify the Company in writing within five (5) Business Days after the receipt by the Holder of the notice from the Company, and shall specify in such notice the number of Registrable Securities to be included in the Demand Registration Statement. Subject to Section 2.2 3 hereof, the Company agrees to use commercially reasonable efforts to keep any the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such the Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under covered by such Demand Registration StatementStatement are no longer Registrable Securities. Notwithstanding the foregoing, the Company may at any time (includingtime, without limitation, in its sole discretion and prior to or after receiving a Demand Registration Notice from a any Holder), in its sole discretion, include all additional of any Holder’s Registrable Securities then outstanding or any portion thereof in any registration statementRegistration Statement, including by virtue of adding such Registrable Securities as additional securities to a Demand an existing Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a2.2(a) with respect to the Registrable Securities so included, so long as such registration statement Registration Statement remains effective and not the subject of any stop order, injunction or other order of the Commission) (any such Registration Statement, an “Other Registration Statement”). Furthermore, notwithstanding any provision of this Section 2.2(a) to the contrary, the Company shall have the option, in its sole discretion, to register pursuant to any Demand Registration Statement or Other Registration Statement, along with Registrable Securities that Holders have requested to be included in such Demand Registration Statement in accordance with this Section 2.2(a), any or all additional Registrable Securities that are outstanding.

Demand Registration. Subject Notwithstanding any other provisions of this Section 3, in no event shall more than one (1) Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to Sections 2.1(f) and 2.2 hereof, at any time after the date that is of the next Demand Notice) or within 180 days after the IPO Closing Dateeffective date of a Registration Statement filed by the Company. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), each in which case the Demanding Qualified Holder may deliver Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (a the “Demand Registration Notice”) informing of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company of received written requests for inclusion therein within ten (10) days after such Holder’s desire Notice is given by the Company to have some or all of its Registrable Securities registered for resale and specifying such holders. All requests made pursuant to this Section 3 will specify the number amount of Registrable Securities to be registered by and the intended methods of disposition thereof. The Company shall use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement (except in the case of a Shelf Registration Statement) with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended, if reasonably practicable, for a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in such Registration Statement at the request of (x) an underwriter or (y) the Company (“Demand Registration”)pursuant to the provisions herein. Upon receipt The Company shall use its commercially reasonable efforts to maintain the effectiveness of a Demand Registration Notice from Statement that constitutes a Shelf Registration Statement at all times during the Effectiveness Period; provided, however, that any Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company that has not already caused been included in a Shelf Registration Statement may request that such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file withremoved from such Shelf Registration Statement, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect promptly either withdraw such Shelf Registration Statement or file a post-effective amendment to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Shelf Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of Statement removing such Registrable Securities. The Company agrees (subject Notwithstanding anything contained herein to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereofcontrary, the Company hereby agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand each Shelf Registration Statement are eligible for sale without registration filed by the Company pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of this Section 3 shall contain all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time language (including, without limitation, prior on the Prospectus cover page, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by an Investor Qualified Holder to allow for distribution to, and resale by, the direct and indirect partners, investors or after receiving affiliated entities of an Investor Qualified Holder (a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b“Partner Distribution”) under the Securities Act and (in which event ii) the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to shall, at the Registrable Securities so included, so long as such registration statement remains effective and not the subject reasonable request of any stop orderInvestor Qualified Holder seeking to effect a Partner Distribution, injunction file any Prospectus supplement or other order of post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the Commission)initial Shelf Registration Statement, or revise such language if deemed necessary by such Investor Qualified Holder to effect such Partner Distribution.

Demand Registration. Subject to Sections 2.1(f) and 2.2 hereof, Upon receipt of a Notice from any Holder or Holders that hold at least 25% of the then Outstanding Registrable Securities at any time after the date that is 180 days 180th day after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Company shall notify all Holders of such Notice at least 15 days prior to the filing date. The Company shall not be required pursuant to this Section 7.20(a) to file more than one Registration Statement in any 12-month period nor to file more than six Registration Statements in the aggregate. The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after receiving the Demand initial filing of the Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement Statement and related prospectus covering to remain effective and available for the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) Selling Holders named therein until the earlier of (i) the date that is two (2) years after the date of effectiveness of six months following such Demand Registration Statement, ’s effective date and (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration have been sold. In the event one or more Holders request in a Notice to dispose of Registrable Securities pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the a Registration Statement in an Underwritten Offering and such Holder or Holders consummate reasonably anticipate gross proceeds from such Underwritten Offering of at least $30.0 million in the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoingaggregate, the Company may at any time (including, without limitation, prior shall retain underwriters that are reasonably acceptable to or after receiving a Demand Registration Notice from a Holder), such Selling Holders in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding order to permit such Registrable Securities as additional securities Selling Holders to a Demand Registration Statement or effect such disposition through an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event Underwritten Offering; provided the Company shall be deemed have the exclusive right to have satisfied its registration obligation under this Section 2.1(a) with respect select the bookrunning managers. The Company and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities so includedtherein, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order including indemnification of the Commission)underwriters and representations and covenants, in each case upon customary terms. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Company and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Company and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Subject to Sections 2.1(f) and 2.2 hereof, at any time after Upon the date that is 180 days after the IPO Closing Date, each Holder may deliver to the Company a written notice request (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some by Sponsor or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration Holders owning at least one million of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s then-outstanding Registrable Securities, if the Company has not already caused such Registrable Securities subject to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective byadjustment pursuant to Section 3.04, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company Partnership shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed file with the Commission Commission, as soon as reasonably practicable after receiving the Demand Registration Noticepracticable, but in no event more than sixty (60) 90 days following the receipt of such noticethe Notice, a new registration statement and related prospectus covering (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities on (which may, at the option of the Holders giving such Notice, be a delayed or continuous basis registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (the a “Demand Shelf Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities). The Company agrees (subject to Section 2.2 hereof) to Partnership shall use its commercially reasonable efforts to cause the Demand each Registration Statement to be declared effective by the Commission as soon as practicablereasonably practicable after the initial filing of the Registration Statement. Subject Any Registration Statement shall provide for the resale pursuant to Section 2.2 hereofany method or combination of methods legally available to, and requested by, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing Holders of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement are eligible for sale without registration filed pursuant to Rule 144 this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (or any successor provisionthe “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) under shall comply as to form with all applicable requirements of the Securities Act without volume limitations and shall not contain an untrue statement of a material fact or other restrictions on transfer thereunder, omit to state a material fact required to be stated therein or (iii) necessary to make the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statementstatements therein not misleading. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company There shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to no limit on the Registrable Securities so included, so long as such registration statement remains effective and not number of Registration Statements that may be required by the subject of any stop order, injunction or other order of the Commission)Holders hereunder.

Demand Registration. Subject to Sections 2.1(f(i) and 2.2 hereof, at At any time after the date that is 180 days after expiration of the IPO Closing DateLock-Up Period, each any Sponsoring Holder may deliver shall have the option and right, exercisable by delivering a written notice to the Company a written notice (a “Demand Registration Notice”) informing ), to require the Company to, pursuant to the terms of such Holder’s desire and subject to have some or all the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of its Registrable Securities registered for resale and specifying the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to be registered by the Company Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). Upon receipt The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities of the Holders to be included therein after compliance with Section 2(a)(ii) have an aggregate VWAP of at least $50 million (the “Minimum Amount”) as of the date of the Demand Notice. (ii) Within five Business Days after the receipt of the Demand Notice, the Company shall give written notice of such Demand Notice from to all Holders and, within thirty days thereof (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, within ninety days thereof), shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall cover all of the Registrable Securities that the Holders shall in writing request to be included in the Demand Registration (such request to be given to the Company within ten days after receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii)). The Company shall use all commercially reasonable efforts to cause such Registration Statement to become and remain effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 90 days after the closing of any Underwritten Offering, (B) (i) through December 31, 2016, more than a total of three Demand Registrations for which RSP Permian Holdco, L.L.C. (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder requesting registration and (ii) on or after January 1, 2017, more than one Demand Registration per calendar year for which RSP Permian Holdco, L.L.C. (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (C) more than a total of two Demand Registrations for which Xxx Xxxxxxx, Jr. (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (D) more than a total of two Demand Registrations for which Xxxxxxx Family Partnership, LP (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (E) more than a total of two Demand Registrations for which ACTOIL, LLC (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, and (F) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Initiating Holder shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. Further, a Demand Registration shall not constitute a Demand Registration of the Initiating Holder for purposes of this Section 2(a)(iii) if, as a result of Section 2(a)(vi), there is included in the Demand Registration less than the lesser of (i) two hundred thousand (200,000) Registrable Securities or of the Initiating Holder having a VWAP measured on the effective date of the related Registration Statement of $30 million and (ii) two-thirds of the number of Registrable Securities the Initiating Holder set forth in the applicable Demand Notice. (iv) A Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of a notice from the Initiating Holder that the Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or a notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Shares such Holderthat the remaining amount of Registrable Shares to be included in the Demand Registration is below the Minimum Amount, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration with respect to the Initiating Holder for purposes of Section 2(a)(iii) unless (A) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (B) the withdrawal is made following the occurrence of a Material Adverse Change or pursuant to the Company’s Registrable Securitiesrequest for suspension pursuant to Section 3(o). (v) The Company may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person, subject to Section 2(a)(vi) and Section 3(c)(iii). (vi) In the case of a Demand Registration not being underwritten, if the Initiating Holder advises the Company has not already caused such Registrable Securities that in its reasonable opinion the aggregate number of securities requested to be included as part exceeds the number that can be included without being likely to have a significant adverse effect on the price, timing or distribution of an existing shelf registration statement and related prospectus that the securities offered or the market for the securities offered, the Company shall include in such Demand Registration only that number of securities that in the reasonable opinion of the Initiating Holder will not have such adverse effect, with such number to be allocated as follows: (A) first, pro-rata among all Holders (including the Initiating Holder) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then has on file withheld by each such Holder, (B) second, if there remains availability for additional securities to be included in such Demand Registration, the Company, and which has been declared effective by(C) third, if there remains availability for additional securities to be included in such Demand Registration, any other holders entitled to participate in such Demand Registration, if applicable, based on the relative number of securities such holder is entitled to include in such Demand Registration. (vii) Subject to the limitations contained in this Agreement, the Commission and which remains in Company shall effect and not subject to any stop order, injunction or other order or requirement Demand Registration on such appropriate registration form of the Commission (in which event A) as shall be selected by the Company and (B) as shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then permit the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale disposition of the Registrable Securities on in accordance with the intended method or methods of disposition specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a delayed or continuous basis (the “Demand Registration Statement”)Notice, which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause a WKSI, the Demand Registration Statement for any offering and selling of Registrable Securities shall be effected pursuant to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand an Automatic Shelf Registration Statement, (ii) the date which shall be on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (Form S-3 or any equivalent or successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in which event order to enable such offering to take place. (viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be deemed prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to have satisfied its register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration obligation under this Section 2.1(aand (2) with respect such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities so includedsubject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (ix) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, so long at the request of such Holder, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such registration statement remains transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall the Company be required to file a post-effective and not amendment to the subject of any stop orderRegistration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, injunction or other order Affiliates of the Commission)Holder or transferees of the Holder or (B) the Company has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder.

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, If at any time after the date that is 180 days after the IPO Closing Date, each any Holder may deliver to shall request the Company in writing to register under the Securities Act all or a written notice part of the Registrable Securities held by such Holder (a “"Demand Registration Notice”) informing Registration"), the Company of shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder’s desire to have some or 's request is made) a registration statement providing for the sale of all of its Registrable Securities registered for resale and specifying the number of such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the Company (“Demand Registration”). Upon receipt issuance of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) any securities convertible into or exchangeable or exercisable for Registrable Securities or (ii) all the sale of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file withupon conversion, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction exercise or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securitiesexchange thereof. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information. (b) The Company agrees (i) not to effect any public or private sale, distribution or purchase of any of its securities which are the same as or similar to the Registrable Securities, including a sale pursuant to Regulation D under the Securities Act, during the 15-day period prior to, and during the 45-day period beginning on, the closing date of each underwritten offering under any Demand Registration Statement, and (ii) to use reasonable efforts to cause each holder of its securities purchased from the Company, at any time on or after the date of this Agreement (other than in a registered public offering), to agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 under the Securities Act. (c) The Company may postpone for a reasonable period of time, not to exceed 30 days, the filing or the effectiveness of any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of if (i) the date Board of Directors of the Company in good faith determines that (A) such registration would have a material adverse effect on any plan or proposal by the Company with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, or (B) the Company is two (2) years after in possession of material non-public information that, if publicly disclosed, would result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the date of effectiveness of such Demand Registration StatementCompany, and (ii) the date on Company so notifies the Holder(s) within five days after the Holder(s) requests such registration. The Company's right to defer the filing of a registration statement pursuant to the provisions of the preceding sentence may not be exercised more than once during any 12 month period. (d) If at any time any Holder notifies the Company in writing of the Holder's desire that the Registrable Securities to be covered by a Demand Registration Statement be sold in an underwritten offering, such Holder shall have the right to select any nationally recognized investment banking firm(s) to administer the offering, subject to the approval of the Company, which approval shall not be unreasonably withheld, and the Company shall enter into underwriting agreements with the underwriter(s) of such offering, which agreements shall contain such representations and warranties by the Company, and such other terms, conditions and indemnities as are at the time customarily contained in underwriting agreements for similar offerings and the Company shall take or cause to be taken all such other actions, in addition to the registration procedures set forth in Section 4 hereof, as are reasonably requested by the managing underwriter(s) in order to expedite or facilitate the registration and disposition of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunderSecurities, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior causing management to or after receiving a Demand Registration Notice from a Holder), participate in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)"road show" presentations.

Demand Registration. Subject to Sections 2.1(f(i) and 2.2 hereof, at At any time after the date that is 180 days after expiration of the IPO Closing Dateapplicable Lock-Up Period, each any Preferred Holder may deliver and Sponsoring Holder shall severally have the option and right, exercisable by delivering a written notice to the Company a written notice (a “Demand Registration Notice”) informing ), to require the Company to, pursuant to the terms of such Holder’s desire and subject to have some or all the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of its Registrable Securities registered for resale and specifying the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to be registered by the Company Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). Upon receipt The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration Notice from a Holder requesting registration unless the Registrable Securities of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities Holders to be included therein after compliance with Section 2(a)(ii) have an aggregate value of at least $75 million based on the VWAP (the “Minimum Amount”) as part of an existing shelf registration statement and related prospectus the date of the Demand Notice; provided, however, that the Company then has on file withMinimum Amount shall not apply in the event that, and which has been declared effective byas the result of Cutback Shares being removed from such Registration Statement pursuant to this Section 2(a)(i), the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement Registrable Securities of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause Holders to be filed included therein after compliance with Section 2(a)(ii) have an aggregate value of less than $75 million. If at any time the Commission as soon as reasonably practicable after receiving takes the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale position that some or all of the Registrable Securities proposed to be included in a Registration Statement filed pursuant to a Demand Registration must be removed from such Registration Statement (such portion of the Registrable Securities, the “Cut Back Shares”) in order for all of the Registrable Securities in such Registration Statement filed pursuant to a Demand Registration to be eligible to be made on a delayed or continuous basis under the provisions of Rule 415 or for the Initiating Holder to not be named as an “underwriter” in such Registration Statement, then if the Initiating Holder so elects, the Company shall remove the Cutback Shares from such Registration Statement. Any Cut Back Shares so removed pursuant to this Section 2(a)(i) shall be allocated among the Holders including Registrable Securities for resale on such Registration Statement on a pro rata basis. Further, a Demand Registration shall not constitute a Demand Registration of the Initiating Holder for purposes of Section 2(a)(iii) if, as a result of the cutback provisions in this Section 2(a)(i) or Registrable Securities of Holders other than the Initiating Holder included in such Demand Registration pursuant to Section 2(a)(ii), there is included in the Demand Registration less than the lesser of (x) Registrable Securities of the Initiating Holder having a VWAP measured on the effective date of the related Registration Statement of $75 million and (y) two-thirds of the number of Registrable Securities the Initiating Holder set forth in the applicable Demand Notice. (ii) Within five Business Days (or if the Registration Statement will be a Shelf Registration Statement, within two Business Days) after the receipt of the Demand Notice, the Company shall give written notice of such Demand Notice to all Holders and, within 30 days after receipt of the Demand Notice (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case, within 90 days thereof), shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall cover all of the Registrable Securities that the Holders shall in writing request to be included in the Demand Registration (such request to be given to the Company within three Business Days (or if the Registration Statement will be a Shelf Registration Statement, within one Business Day) after receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii)). The Company shall use reasonable best efforts to cause such Registration Statement to become and remain effective (including using reasonable best efforts to file a Registration Statement including Registrable Securities included on any previous Registration Statement that ceases to be effective, which, for the avoidance of doubt shall not be considered an additional Demand Registration for any Holder pursuant to Section 2(a)(iii)) under the Securities Act until all such securities registered for resale thereunder cease to be Registrable Securities (the “Effectiveness Period”). (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration Statementwithin 90 days after the closing of any Underwritten Offering (or such shorter time as the Company may notify the Holders in writing) (any such time period, a “No Demand Period”), unless any Preferred No-Blocking Period exists during such No Demand Period, in which complies as case the Company shall nevertheless be required to form effect a Demand Registration initiated by any Preferred Holder that is then otherwise entitled to initiate a Demand Registration during such Preferred No-Blocking Period, (B) more than a total of four Demand Registrations for which WildHorse Holdings (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (C) more than a total of four Demand Registrations for which Esquisto Holdings (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (D) more than a total of four Demand Registrations for which Acquisition Co. Holdings (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (E) more than a total of six Demand Registrations for which any Preferred Holder is the Initiating Holder; and (F) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all material respects of the Registrable Securities held by the Initiating Holder shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. (iv) A Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Commission rules providing Registration Statement. Upon receipt of a notice from the Initiating Holder that the Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or a notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Securities such that the remaining amount of Registrable Securities to be included in the Demand Registration is below the Minimum Amount, the Company may cease all efforts to secure effectiveness of the applicable Registration Statement, unless one or more Holders other than the withdrawing Holder(s) shall promptly request the Company in writing to include additional Registrable Securities in the Demand Registration such that amount of Registrable Shares to be included in the Demand Registration satisfies the Minimum Amount (a “Requisite Holder Substitution”). In the absence of a Requisite Holder Substitution, such registration nonetheless shall be deemed a Demand Registration with respect to the Initiating Holder for purposes of Section 2(a)(iii) unless (A) the sale Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by such Holder or group of Holders the Company in connection with the withdrawn registration of such Registrable Securities. Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (B) the withdrawal is made following the occurrence of a Material Adverse Change or pursuant to the Company’s request for suspension pursuant to Section 3(o). (v) The Company agrees (may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person, subject to Section 2.2 hereof2(c)(iii). (vi) Subject to use commercially reasonable efforts the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (A) as shall be selected by the Company and (B) subject to cause applicable law and the requirements of the Commission, as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Demand Notice; provided that, subject to Section 3(o), (X) if the Registration Statement to be is on Form S-1, the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, (provided that Form S-1 is then available for sales on a delayed or continuous basis under the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing provisions of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness Rule 415 in respect of such Demand Registration), and (Y) if the Company becomes, and is at the time of its receipt of a Demand Notice eligible to use Form S-3, the Demand Registration Statement, (ii) the date on which all for any offering and selling of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 shall be registered on Form S-3 (or any equivalent or successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) form under the Securities Act (if available to the Company) and (Z) if at the time of its receipt of a Demand Notice, the Company is a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be registered on an Automatic Shelf Registration Statement on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in which event order to enable such offering to take place. (vii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be deemed prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (viii) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, Affiliates of the Holder or transferees of the Holder or (B) the Company has received written consent therefor from a Person for whom Registrable Securities have satisfied its registration obligation under been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder. (ix) Notwithstanding the foregoing restrictions of this Section 2.1(a2(a), but subject to any applicable No Demand Periods, the Preferred Holders shall be permitted to deliver a Demand Notice for a Demand Registration during the Lock-Up Period so long as (A) the Company is then-eligible to use Form S-3 to register the resale of Registrable Securities and (B) the Preferred Holders do not dispose of any Registrable Securities pursuant to the applicable Registration Statement for the duration of the Lock-Up Period. Further, and for the avoidance of doubt, nothing in this Agreement shall prohibit a Preferred Holder from exercising its rights as a Holder during the Lock-Up Period, including, but not limited to, a Preferred Holder’s participation in a Demand Registration, Underwritten Offering and/or Underwritten Piggyback Offering, other than with respect to (Y) except as provided in the immediately preceding sentence, delivering a Demand Notice as an Initiating Holder during its Lock-Up Period pursuant to Section 2(a)(i) and (Z) exercising its right to receive a Piggyback Notice or to participate in any Piggyback Registration during its Lock-Up Period with respect to the filing of a registration statement for the sale of securities solely for the account of the Company, which registration statement, for the avoidance of doubt, does not include Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)Holder.

Demand Registration. Subject (i) If the Buyer receives a request from the Seller that the Buyer file a registration statement on Form S-1 (a “Registration Statement”) to Sections 2.1(fregister the resale of any of the Conversion Shares (the “Registrable Securities”) held by the Seller (the “Demand Notice”), then the Buyer shall as soon as practicable, and 2.2 hereof, at in any time event within thirty (30) days after the date that such request is 180 days after given by the IPO Closing DateSeller, each Holder may deliver to file a Registration Statement under the Company a written notice (a “Demand Registration Notice”) informing Securities Act covering the Company resale of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying that the Seller requested to be registered, subject to potential reduction of the number of Registrable Securities to be registered by for resale in the Company applicable Registration Statement (“Demand RegistrationCut Back Shares”) pursuant to the requirements of the SEC (“Registration Reduction”). Upon receipt In the event of a Demand Registration Notice from a Holder requesting Reduction, immediately after the Company is able to effect the registration of the lesser of (i) two hundred thousand (200,000) Cut Back Shares, the Company shall file and cause to be declared effective such additional Registration Statements in the time frame set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities or Securities. (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company The Buyer shall be deemed to have satisfied use its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable best efforts to cause the Demand a Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or as soon as practicable but in no event later than ninety (iii90) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under days after such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant is initially filed with the SEC. The Company hereby also agrees to Rule 462(b) use its reasonable best efforts to keep the Registration Statements continuously effective under the Securities Act until the Seller no longer owns any Registrable Securities. (in iii) The Buyer shall pay the Registration Expenses relating to the registration of the Registrable Securities. “Registration Expenses” means all expenses incident to the Company's performance of or compliance with this Warrant, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, expenses and fees for listing the securities to be registered on exchanges on which event similar securities issued by the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect are then listed, and fees and disbursements of counsel for the Company (but not of counsel to the Registrable Securities so includedHolder) and of all independent certified public accountants, so long as such registration statement remains effective underwriters and not other persons retained by the subject of any stop order, injunction or other order of the Commission)Company.

Demand Registration. Subject to Sections 2.1(f(i) and 2.2 hereof, at At any time after the date that is 180 days after expiration of the IPO Closing DateLock-Up Period, each any Holder may deliver shall have the option and right, exercisable by delivering a written notice to the Company a written notice (a “Demand Registration Notice”) informing ), to require the Company to, pursuant to the terms of such Holder’s desire and subject to have some or all the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of its Registrable Securities registered for resale and specifying the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to be registered by the Company Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). Upon receipt The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration Notice from a Holder requesting registration of unless the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included therein have an aggregate value, based on the VWAP as part of an existing shelf registration statement and related prospectus that the date of the Demand Notice, of at least $25 million (the “Minimum Amount”). (ii) Within fifteen Business Days after the receipt of the Demand Notice (except if the Company is not then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject eligible to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the register for resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”Form S-3, within forty-five days thereof), which complies as the Company shall, subject to form the limitations of this Section 2(a), file a Registration Statement in all material respects accordance with applicable Commission rules providing for the sale by such Holder or group terms and conditions of Holders of such Registrable Securitiesthe Demand Notice. The Company agrees (subject to Section 2.2 hereof) to shall use all commercially reasonable efforts to cause the Demand such Registration Statement to be declared become and remain effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the Commission as soon as practicable. “Effectiveness Period”). (iii) Subject to Section 2.2 hereofthe other limitations contained in this Agreement, the Company agrees is not obligated hereunder to use commercially reasonable efforts to keep any effect (A) a Demand Registration Statement continuously effective (including within 90 days after the preparation and filing closing of any amendments and supplements necessary for that purposeRequested Underwritten Offering or (B) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such a subsequent Demand Registration Statement, (ii) the date on which pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities covered held by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) the Initiating Holder shall have become and remains effective under the Securities Act without volume limitations and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or other restrictions on transfer thereunder, methods of distribution thereof specified in the Demand Notice. (iv) A Holder may withdraw all or (iii) any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the date on which effectiveness of the applicable Registration Statement. Upon receipt of a notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Shares from the Demand Registration such that the remaining amount of Registrable Shares to be included in the Demand Registration is below the Minimum Amount, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. (v) The Company may include in any such Demand Registration other Company Securities for sale for its own account or Holders consummate for the sale account of all any other Person, subject to Section 2(c)(iii). (vi) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the Registrable Securities registered under such in accordance with the intended method or methods of disposition specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration Statement. Notwithstanding the foregoing, the Company may at for any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional offering and selling of Registrable Securities then outstanding shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement equivalent or an existing shelf registration statement pursuant to Rule 462(b) successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in which event order to enable such offering to take place. (vii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be deemed prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to have satisfied its register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration obligation under this Section 2.1(aand (2) with respect such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities so includedsubject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (viii) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, so long at the request of such Holder, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such registration statement remains transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall the Company be required to file a post-effective and not amendment to the subject of any stop orderRegistration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, injunction or other order Affiliates of the Commission)Holder or transferees of the Holder or (B) the Company has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder.

Demand Registration. Subject to Sections 2.1(f2.2(d) and 2.2 2.3 hereof, at any time after the date that is 180 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject to Sections 2.1(f) and 2.2 hereof, at any time after Upon the date that is 180 days after the IPO Closing Date, each Holder may deliver to the Company a written notice request (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration Holders owning at least 1 million of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s then-outstanding Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop orderadjustment pursuant to Section 3.04, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed file with the Commission Commission, as soon as reasonably practicable after receiving the Demand Registration Noticepracticable, but in no event more than sixty (60) 90 days following the receipt of such noticethe Notice, a new registration statement and related prospectus covering (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities on (which may, at the option of the Holders giving such Notice, be a delayed or continuous basis registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (the a “Demand Shelf Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities). The Company agrees (subject to Section 2.2 hereof) to shall use its commercially reasonable efforts to cause the Demand each Registration Statement to be declared effective by the Commission as soon as practicablereasonably practicable after the initial filing of the Registration Statement. Subject Any Registration Statement shall provide for the resale pursuant to Section 2.2 hereofany method or combination of methods legally available to, and requested by, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing Holders of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement. The Company shall use its commercially reasonable efforts to cause each Registration Statement are eligible for sale without registration filed pursuant to Rule 144 this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (or any successor provisionthe “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) under shall comply as to form with all applicable requirements of the Securities Act without volume limitations and shall not contain an untrue statement of a material fact or other restrictions on transfer thereunder, omit to state a material fact required to be stated therein or (iii) necessary to make the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statementstatements therein not misleading. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company There shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to no limit on the Registrable Securities so included, so long as such registration statement remains effective and not number of Registration Statements that may be required by the subject of any stop order, injunction or other order of the Commission)Holders hereunder.

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, at At any time after during the date that is 180 days after period beginning on the IPO Closing DateDemand Rights Commencement Date and ending at the Registration Rights Termination Time, each the Holder may deliver a written request to the Company a written notice (a the “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of file a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis Statement (the “Demand Registration Statement”) for the registration of Registrable Securities to be offered and sold pursuant to an Underwritten Offering (the “Demand Registration”). The Demand Registration Notice shall specify the aggregate number of Registrable Securities requested to the registered pursuant to the Demand Registration. Subject to the limitations set forth in Section 2.6(a), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to shall use commercially reasonable efforts to cause file as soon as reasonably practicable with the SEC (and, unless otherwise agreed to by the Holder, on or before 20 Business Days after its receipt of the Demand Registration Statement Notice or, if financial statements required to be included in such a filing are not reasonably available on or before the expiration of such period of 20 Business Days, as soon as reasonably practicable thereafter), and cause to become or be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations as soon as reasonably practicable, a Demand Registration Statement as will permit the sale and distribution of all or other restrictions on transfer thereunder, or (iii) such portion of the Holder’s Registrable Securities as are specified in the Demand Registration Notice. The Company shall promptly notify the Holder of the date on which the Demand Registration Statement becomes or is declared effective. (b) The Holder shall have the right to cause the Company to effect one Demand Registration pursuant to Section 2.2(a). A Demand Registration requested pursuant to Section 2.2(a) shall not be deemed to be effected for purposes of this Section 2.2 if (i) the Demand Registration Statement for such registration has not been declared effective by the SEC or Holders consummate has not become effective in accordance with the sale of all of Securities Act and the rules and regulations thereunder or (ii) no Registrable Securities registered have been sold under such Demand Registration Statement. . (c) Notwithstanding the foregoingprovisions of Section 2.2(a), the Company may shall not be required to take any action pursuant to this Section 2.2 if (i) the Registrable Securities which the Company shall have been requested to register shall have a reasonably anticipated net aggregate offering price (after deduction of underwriting discounts and fees and offering expenses) of less than $35,000,000, as determined in good faith by the Company at any the time (including, without limitation, prior to or after receiving a of its receipt of the Demand Registration Notice from Notice, or (ii) the Company shall have consummated a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) Common Stock under the Securities Act (other than an Excluded Registration) within the 120-day period immediately preceding delivery of a Demand Registration Notice. (d) Subject to the limitations set forth in which event Section 2.4(a), the Company shall be deemed have the right to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long include in any Demand Registration Statement such number of shares of Common Stock as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)it may specify.

Demand Registration. Subject (a) Commencing on August 1, 2019 and from time to Sections 2.1(ftime so long as there are any Registrable Securities outstanding, if the Company is not eligible to file a Shelf Registration Statement, if the Company has not caused a Shelf Registration Statement to be declared effective by the Commission in accordance with Section 2.2 or if the Shelf Registration Statement shall cease to be effective, subject to the minimum size limitations in Section 2.3(a), the Holder(s) and 2.2 hereof, at any time after the date that is 180 days after the IPO Closing Date, each Holder holding a majority of Registrable Securities then outstanding may deliver collectively make one or more written requests to the Company a written notice for registration under the Securities Act of all or part of its or their Registrable Securities (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of The Holders submitting the request for a Demand Registration Notice from a Holder requesting registration shall concurrently provide written notice of the lesser of proposed registration to all other Holders. The Company shall prepare and file with the Commission, within thirty (i30) two hundred thousand (200,000) Registrable Securities or (ii) all of days after such Holder’s Registrable Securitiesrequest for a Demand Registration, if a registration statement on an appropriate form which the Company has not already caused such Registrable Securities is then eligible to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 use with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the any Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”)) as selected by the Company, which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to and shall use commercially its reasonable best efforts to cause the any such Demand Registration Statement to be declared effective by the Commission as soon promptly as practicablereasonably practicable after the filing thereof. Subject Any request for a Demand Registration will specify the number of shares of Registrable Securities proposed to Section 2.2 hereof, be sold in the Company agrees offering thereof; provided that the requesting Holder(s) may change the number of Registrable Securities proposed to use commercially reasonable efforts be offered pursuant to keep any Demand Registration Statement continuously effective (including at any time prior to the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so includedDemand Registration being declared effective by the Commission, so long as such registration statement remains effective and not in each case subject to the subject of any stop order, injunction or other order minimum size limitations in Section 2.3(a). Without the prior written consent of the Commission)Holders requesting such Demand Registration, neither the Company nor any shareholder of the Company (other than the Holders) may include securities in any offering requested under this Section 2.1.

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, If at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that is 180 the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice"), then the Company shall (i) within five (5) days after the IPO Closing date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”). (b) If for any reason the Commission does not permit all of the Registrable Securities requested by a Holder to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any such Registrable Securities are not permitted by the Commission to be included on a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which such filing may be made, an additional Registration Statement covering the resale of all of the Registrable Securities requested by Holder not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis at the market pursuant to Rule 415 or otherwise as may be acceptable to a Holder whose Registrable Securities were not registered for resale. Each such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement effective under the Securities Act during the entire Effectiveness Period. (c) If: (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby is not filed by the Company with the Commission on or prior to the Filing Date (or the applicable filing date if the Registration Statement is not the initial Registration Statement required to be filed under Section 2(a)), (ii) a Registration Statement covering all of the Registrable Securities is not declared effective by the Commission on or prior to its required Effectiveness Date (it being understood that if the Company shall not have filed a “final” prospectus for the Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(f) below (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (ii)), (iii) the Company fails to file a request for the acceleration of the Effectiveness Date of the applicable Registration Statement as required by Section 3(c), (iv) there is a suspension or delisting of the Company’s Common Stock (or the Company fails to timely list all the Registrable Securities) on its principal trading market or exchange, (v) after its Effective Date, other than during an Allowable Grace Period (as defined below), such Registration Statement ceases to be effective and available for use by the Holders as to any Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for up to no more than 3 consecutive Trading Days (or 20 Trading Days in any 12 month period in the aggregate) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i)-(iv), on the date on which such Event occurs, or for purposes of clause (v), the date on which the Allowable Grace Period or other specified period is exceeded, being referred to as “Event Date”), then, in addition to any other rights available to the Holders under this Agreement or under applicable law: (x) on each such Event Date the Company shall pay to each Holder may deliver an amount in cash, as partial damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement; and (y) on each 30-day anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial damages and not as a written notice penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The partial damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding the foregoing, in no event shall the partial damages under this Section 2(d) exceed an amount equal to 20% of the aggregate Investment Amounts. (a d) Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission (the “Demand Registration NoticeStaff”) informing or the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then in each such case, the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Staff or the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Purchase Agreement and in the event of any reduction pursuant to this paragraph, no Holder shall have any claim against the Company as a result of such reduction and any Event or other delay or breach of this Agreement occurring primarily due to such action by the Staff or the Commission and any such relating reduction shall not require the Company to pay any partial damages pursuant to Section 2(d) hereof or otherwise provide the basis for any claim by any Holder against the Company pursuant to the Transaction Documents (“Demand Registration”it being understood that the foregoing does not constitute a waiver of Section 3.2(f) of the Securities Purchase Agreement by any Holder or the obligations of the Company under this paragraph and elsewhere in relation thereto). Upon receipt In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Holder shall have the right to require, upon delivery of a Demand Registration Notice from written request to the Company signed by the Holder, the Company to file a registration statement within 30 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for re-sale by such Holder requesting in a manner acceptable to such Holder, and the Company shall following such request cause to be and keep effective such registration of statement in the lesser of same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) two hundred thousand (200,000) all Registrable Securities held by such Holder have been registered pursuant to an effective Registration Statement in a manner acceptable to such Holder or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities may be resold by such Holder without restriction (including volume limitations) pursuant to Rule 144(b)(i) of the Securities Act (taking account of any Staff position with respect to “affiliate” status) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to Holder as to all Registrable Securities held by such Holder and that have not theretofore been included as part of an existing shelf registration statement and related prospectus in a Registration Statement under this Agreement (it being understood that the Company then has on file with, special demand right under this sentence may be exercised by a Holder multiple times and which has been declared effective by, with respect to limited amounts of Registrable Securities in order to permit the Commission and which remains in effect and re-sale thereof by such Holder as contemplated above). (e) In the event that Form S-1 is not subject to any stop order, injunction or other order or requirement available for the registration of the Commission (in which event resale of Registrable Securities hereunder, the Company shall be deemed use reasonable best efforts to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60i) days following receipt of such notice, a new registration statement and related prospectus covering register the resale of the Registrable Securities on a delayed or continuous basis another appropriate form reasonably acceptable to the Holders and (ii) undertake to register the “Demand Registration Statement”)Registrable Securities on Form S-1 as soon as such form is available, which complies as to form in all material respects with applicable Commission rules providing for provided that the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to shall use commercially reasonable best efforts to cause maintain the Demand effectiveness of the Registration Statement to be then in effect until such time as a Registration Statement on Form S-1 covering the Registrable Securities has been declared effective by the Commission as soon as practicableCommission. Subject In the event the Company becomes eligible to Section 2.2 hereofregister the Registrable Securities on Form S-3, the Company agrees to shall use commercially reasonable best efforts to keep any Demand promptly register the Registrable Securities on Form S-3, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement(s) then in effect until such time as a Registration Statement continuously on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (including f) By 5:30 p.m. on the preparation and filing Trading Day immediately following the Effective Date of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand each Registration Statement, (ii) the date on which all of Company shall file with the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Commission in accordance with Rule 144 (or any successor provision) 424 under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under final prospectus to be used in connection with sales pursuant to such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject to Sections 2.1(f) and 2.2 hereof, at any time after Upon the date that is 180 days after the IPO Closing Date, each Holder may deliver to the Company a written notice request (a “Demand Registration Notice”) informing by a Principal Holder, Legacy Holder or any other Holder owning or controlling at least five percent (5%) of the Company of such Holder’s desire to have some or all of its then outstanding Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop orderadjustment pursuant to Section 3.04), injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed file with the Commission Commission, as soon as reasonably practicable after receiving the Demand Registration Noticepracticable, but in no event more than sixty (60) 30 days following the receipt of such noticethe Notice, a new registration statement and related prospectus covering (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities on (which may, at the option of the Holders giving such Notice, be a delayed or continuous basis registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (the a “Demand Shelf Registration Statement”), which complies as ); provided that in no event shall the Company be required to form in all material respects with applicable Commission rules providing for file a Registration Statement prior to the sale by such Holder or group date that is 90 days after the consummation of Holders of such Registrable Securitiesthe Transactions. The Company agrees (subject to Section 2.2 hereof) to shall use its commercially reasonable efforts to cause the Demand each Registration Statement to be declared effective by the Commission as soon as practicablereasonably practicable after the initial filing of the Registration Statement. Subject Any Registration Statement shall provide for the resale pursuant to Section 2.2 hereofany method or combination of methods legally available to, and requested by, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing Holders of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement. To the extent the initial Registration Statement are is not made on Form S-3, the Company shall, upon becoming eligible for sale without to file a registration statement on Form S-3, prepare and file a new Registration Statement on Form S-3 to replace the initial Registration Statement and use its best efforts to cause such subsequent Registration Statement to be declared effective by the Commission as soon as reasonably practicable thereafter. The Company shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to Rule 144 this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (or any successor provisionthe “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) under shall comply as to form in all material respects with all applicable requirements of the Securities Act without volume limitations and shall not contain an untrue statement of a material fact or other restrictions omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Holder shall be limited to two demand registrations under this Section 2.01 in any twelve-month period (provided, however, that there shall be no limit on transfer thereunder, or (iii) the date on which number of Shelf Registration Statements that may be required by the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holderhereunder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event and the Company shall not be deemed obligated to have satisfied its registration obligation under this Section 2.1(a) with respect to file more than one Registration Statement within 120 days after the Registrable Securities so included, so long as such registration statement remains effective and not the subject date of any stop order, injunction or other order of Registration Statement filed by the Commission)Company.

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, at any time Commencing on or after the date that Initial Lock-Up Termination Date and from time to time so long as there are any Registrable Securities outstanding, if the Company is 180 days after not eligible to file a Shelf Registration Statement, if the IPO Closing DateCompany has not caused a Shelf Registration Statement to be declared effective by the Commission in accordance with Section 2.4 or if the Shelf Registration Statement shall cease to be effective, each Holder subject to the minimum size limitations in Section 2.5(a), the Holder(s) holding a majority of Registrable Securities then outstanding may deliver collectively make one or more written requests to the Company a written notice for registration under the Securities Act of all or part of its or their Common Stock constituting Registrable Securities, including for the avoidance of doubt shares of Common Stock issued or issuable upon exchange of Common OP Units, that are not then subject to the Lock-Up Restrictions (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of The Holders submitting the request for a Demand Registration Notice from a Holder requesting registration shall concurrently provide written notice of the lesser of proposed registration to all other Holders. The Company shall prepare and file with the Commission, within thirty (i30) two hundred thousand (200,000) Registrable Securities or (ii) all of days after such Holder’s Registrable Securitiesrequest for a Demand Registration, if a registration statement on an appropriate form which the Company has not already caused such Registrable Securities is then eligible to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 use with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the any Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”)) as selected by the Company, which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to and shall use commercially its reasonable best efforts to cause the any such Demand Registration Statement to be declared effective by the Commission as soon promptly as practicablereasonably practicable after the filing thereof. Subject Any request for a Demand Registration will specify the number of shares of Registrable Securities proposed to Section 2.2 hereof, be sold in the Company agrees offering thereof; provided that the requesting Holder(s) may change the number of Registrable Securities proposed to use commercially reasonable efforts be offered pursuant to keep any Demand Registration Statement continuously effective (including at any time prior to the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so includedDemand Registration being declared effective by the Commission, so long as such registration statement remains effective and not in each case subject to the subject of any stop order, injunction or other order minimum size limitations in Section 2.5(a). Without the prior written consent of the CommissionHolders requesting such Demand Registration, no stockholder of the Company (other than the Holders) may include securities in any offering requested under this Section 2.1; provided that the Company may include in such offering securities to be sold for the account of the Company, subject to the limitations set forth in Section 2.5(b).

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereofThe Holders of not less than 25% of the Registrable Shares shall have, as a group, the right, exercisable at any time after following the date that is 180 days after 15 months following the IPO Closing Datedate of this Agreement and from time to time thereafter, each Holder may deliver to the Company a by written notice (a “Demand Registration Notice”) informing given to the Company REIT, to request the REIT forthwith to register, and the REIT shall register, under and in accordance with the provisions of the Securities Act and the terms of this Agreement, the sale of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities Shares as may be specified in the Demand Notice. The Holders, as a group, shall be entitled to two Demand Registrations pursuant to this Section 2 (including Section 2(c)). Notwithstanding the foregoing, the REIT shall not be registered required to file a Registration Statement covering Registrable Shares with anticipated gross proceeds of less than $25,000,000 unless it covers all of the remaining Registrable Shares. (b) As promptly as reasonably practicable and in any event within 45 days after the date on which the REIT receives a Demand Notice given by the Company Holders in accordance with Section 2(a), if permitted under the Securities Act, the REIT shall file with the SEC a Registration Statement which is automatically effective upon filing. If such automatically effective filing is not so permitted, the REIT shall file a Registration Statement with the SEC as promptly as reasonably practical and in any event within 45 days after the date on which the REIT receives a Demand Notice given by the Holders in accordance with Section 2(a) and shall use its commercially reasonable efforts to cause any such Registration Statement to become and remain effective as promptly as reasonably practicable. Each such Registration Statement shall be on the appropriate form for the registration and sale, in accordance with the intended method or methods of distribution, of the total number of Registrable Shares specified by the Holders in the Demand Notice, which may include a “shelf” registration (a “Demand Shelf Registration”). Upon receipt of ) pursuant to Rule 415 under the Securities Act. (c) The REIT shall use commercially reasonable efforts to keep effective each Registration Statement filed pursuant to this Section 2, and a registration shall not count as a Demand Registration Notice from a Holder requesting registration to which the Holders are entitled under Section 2(a) until it has become continuously effective and usable for the resale of the lesser of Registrable Shares covered thereby (i) two hundred thousand (200,000) Registrable in the case of a Registration that is not a Shelf Registration, for a period of 180 days from the date on which the Registration Statement becomes effective under the Securities or Act and (ii) in the case of a Shelf Registration, for a period of one year from the date on which the Registration Statement becomes effective, in either case (x) until such earlier time by which all of the Registrable Shares covered by such Holder’s Registrable Securities, if the Company has not already caused Registration Statement have been sold pursuant to such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file withRegistration Statement, and which (y) as such period may be extended pursuant to this Section 2. Notwithstanding the foregoing, a registration shall not count as a Demand Registration under Section 2(a) if (A) after such Demand Registration has been declared effective bybecome effective, such registration or the Commission and which remains in effect and not subject to related offer, sale or distribution of Registrable Shares thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reason not attributable to the Holders initiating such Demand Registration and such interference is not thereafter eliminated or (B) the conditions specified in which event the Company underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Holders initiating such Demand Registration, and as a result of any such circumstances described in (A) or (B), no Registrable Shares are sold pursuant to such registration; provided, that if (1) the offer, sale or distribution covered by the Registration Statement filed pursuant to the Demand Registration is a continuous offering of Registrable Securities, (2) such continuous offering, after being commenced as described in the Registration Statement, has not been postponed or interrupted (other than by reason of the circumstances described in (A) or (B)) and (3) at the time of such registration, the Common Shares are not listed on a national securities exchange or included on the Nasdaq Stock Market, then following such interference such registration shall not count as a Demand Registration unless all Registrable Securities requested to be included in such Demand Registration are sold pursuant to such Registration Statement. (d) The REIT shall be deemed entitled to have satisfied its registration obligation postpone the filing of any Registration Statement otherwise required to be prepared and filed by the REIT pursuant to this Section 2, or to suspend the use of any effective Registration Statement under this Section 2.1 with respect to such Registrable Securities2, for a reasonable period of time, but not in excess of 45 days (a “Delay Period”), then if: (i) the Company shall cause to be filed with Board of Directors of the Commission as soon as reasonably practicable after receiving REIT (the Demand Registration Notice“Board of Directors”), but acting through those directors who have no direct or indirect beneficial or pecuniary interest in no event more than sixty (60) days following receipt of such noticeany Registrable Shares, a new determines in good faith that the registration statement and related prospectus covering the resale distribution of the Registrable Shares covered or to be covered by the Registration Statement would materially adversely affect the REIT and its subsidiaries taken as a whole because it would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the REIT or any of its subsidiaries and the REIT promptly gives the Holders written notice of such determination, containing a reasonably detailed statement of the reasons for such postponement or suspension and an approximation of the period of the anticipated delay; or (ii) prior to the Registration Statement being declared effective by the SEC, the REIT proposes to file a registration statement on Form S-11 under the Securities Act providing for the first public offering of Common Shares concurrent with the listing or, approval for listing, of the Common Shares on a delayed national securities exchange or continuous basis inclusion or, approval for inclusion, of the Common Shares on the Nasdaq Stock Market (such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Demand IPO Registration Statement”), which complies as and the REIT promptly gives the Holders written notice (including notifying each Holder of the identity of the managing underwriters of such initial public offering), within five Business Days after such filing; Notwithstanding anything to form the contrary contained herein, the aggregate number of days included in all material respects with applicable Commission rules providing Delay Periods during any consecutive 12 months shall not exceed a total of 90 days. If the REIT shall so postpone or suspend the filing of a Registration Statement, the Holders of a majority of the Registrable Shares to be registered shall have the right to withdraw the request for registration by giving written notice to the sale REIT within 45 days after receipt of the notice of postponement or suspension (and, in the event of such withdrawal, such request shall not be counted as a Demand Registration to which the Holders are entitled pursuant to this Section 2). The time period for which the REIT is required to maintain the effectiveness of any Registration Statement pursuant to this Section 2 shall be extended by the aggregate number of days of all Delay Periods, all Hold Back Periods and all Interruption Periods occurring during such Registration. The REIT shall not be entitled to initiate a Delay Period unless it shall concurrently (A) prohibit sales by other security holders under registration statements (other than Special Registration Statements, as defined below) filed by the REIT covering securities held by such Holder other security holders and (B) in accordance with the REIT’s policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the REIT, subject to permitted exceptions stated in a formal policy adopted by the Board of Directors. The REIT may not postpone or group suspend a filing pursuant to this Section 2 more than three times in any 12 month period and a period of at least 45 days shall elapse between the termination of any Delay Period, Hold Back Period or Interruption Period and the commencement of the immediately succeeding Delay Period. (e) Each of the Holders (other than the Holders initiating the relevant Demand Registration under Section 2(a)) may offer such Holder’s Registrable Shares under any such Demand Registration pursuant to this Section 2(e). The REIT shall (i) as promptly as practicable but in no event later than five days after the receipt of a Demand Notice, give written notice thereof to all of the Holders (other than the Holders initiating such Demand Registration), which notice shall specify the number of Registrable Shares subject to the Demand Notice, the names and notice information of the Holders initiating such Demand Registration, the intended method of disposition of such Registrable Shares and any other information that at the time would be appropriate to include in such notice and (ii) subject to Section 2(f), include in the Registration Statement filed pursuant to such Demand Registration all of the Registrable Shares requested by such Holders for inclusion in such Registration Statement from whom the REIT has received a written request for inclusion therein within ten days of the receipt by such Holders of such Registrable Securities. The Company agrees (subject written notice referred to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of in clause (i) above. Each such request by such Holders shall specify the date that is two (2) years after the date number of effectiveness Registrable Shares proposed to be registered and such Holder shall send a copy of such request to the Holders initiating such Demand Registration Statement, Registration. The failure of any Holder to respond within such ten (10) day period referred to in clause (ii) above shall be deemed to be a waiver of such Holder’s rights under this Section 2(e) with respect to such Demand Registration. Any Holder may waive its rights under this Section 2(e) prior to the expiration of such ten day period by giving written notice to the REIT, with a copy to the Holders initiating such Demand Registration. If a Holder sends the REIT a written request for inclusion of part or all of such Holder’s Registrable Shares in a registration, such Holder shall not be entitled to withdraw or revoke such request without the prior written consent of the REIT in its sole discretion unless, as a result of facts or circumstances arising after the date on which all such request was made relating to the REIT or to market conditions, such Holder reasonably determines that participation in such registration would have a material adverse effect on such Holder. (f) Unless otherwise contractually required to do so, the REIT shall not include any securities that are not Registrable Shares in any Registration Statement filed pursuant to this Section 2 without the prior written consent of the Holders of a majority of the Registrable Securities covered Shares outstanding, such consent not to be unreasonably withheld or delayed. If the offering is a firm commitment underwritten offering and the managing underwriter or underwriters participating in such offering advise the REIT that the total amount of securities requested to be included in such offering exceeds the amount which can be sold in such offering (the “Holder Target Amount”) without materially delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the number of Registrable Shares to be included in the offering described in this Section 2(f) may be reduced to the extent required to ensure the aggregate size of the offering does not exceed the Holder Target Amount, based on the following priorities: the REIT shall include in such registration first, the Registrable Shares of the Holders requested to be included therein (whether pursuant to Section 2(a) or 2(e)), and second (to the extent the amount of such securities to be sold by such other Persons is less than the Holder Target Amount), the Common Shares requested to be included in such registration by one or more such Persons, pro rata among such Persons on the basis of the number of Common Shares owned by each such Person. Notwithstanding the above, the REIT (i) shall not grant, or permit any Person to exercise, registration rights in respect of a Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (initiated by one or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the more Holders if such Holder or Holders consummate advise the sale of all of REIT when they request the Registrable Securities registered under such Demand Registration Statement. Notwithstanding that (x) the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not distribution that is the subject of any stop order, injunction the Demand Registration will be a continuous offering and (y) the distribution will be effected through one or other order more broker-dealers that is an Affiliate of the Commission)Advisor Parent and (ii) represents and warrants that no Person has any such right of the type described in clause (i) as of the date hereof.

Demand Registration. Subject to Sections 2.1(f3.1(d) and 2.2 3.2 hereof, at any time after the date that is 180 days after the IPO Closing Date, each Holder if one or more Designated Holders (the “Initiating Holders”) desire to exercise their Registration Rights with respect to the Registrable Securities, such Initiating Holders may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s their desire to have some or all of its the Registrable Securities registered for resale sale and specifying the number of Registrable Securities to be registered by the Company (a “Demand Registration”). Upon receipt of a Demand the Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable SecuritiesNotice, if the Company has is not already caused such able to cause the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 3.1(a) with respect to such the Registrable Securities, and, for the avoidance of doubt, such registration shall not be deemed a Demand Registration), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty thirty (6030) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand New Registration Statement”), which ) that complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of the Designated Holders of such the Registrable Securities. The Company , and agrees (subject to Section 2.2 3.2 hereof) to use commercially reasonable best efforts to cause the Demand New Registration Statement and related Prospectus to be declared and remain effective by the Commission as soon as practicable. (As used herein, “Registration Statement” and “Prospectus” refer to a registration statement and related prospectus (including any preliminary prospectus) filed pursuant to the Securities Act utilized by the Company to satisfy a Designated Holder’s Registration Rights pursuant to this Agreement, including, but not limited to, an Issuer Registration Statement and related prospectus (including any preliminary prospectus), a Shelf Registration Statement and related prospectus (including any preliminary prospectus) or a New Registration Statement and related prospectus (including any preliminary prospectus), including, in each case, any documents incorporated therein by reference). Subject to Section 2.2 3.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand the Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand the Registration Statement, (ii) the date on which all of the Registrable Securities covered by such registered in the Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such in the Demand Registration Statementare sold. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Designated Holder), in its sole discretionbut subject to the prior consent of the Designated Holders, include all additional of the Designated Holders’ Registrable Securities then outstanding or any portion thereof in any registration statementRegistration Statement (other than a Registration Statement on Form S-4 or S-8 or any successor thereto), including by virtue of adding such Registrable Securities as additional securities to a Demand an existing Shelf Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a3.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission); provided, that such registration shall not constitute a Demand Registration.

Demand Registration. Subject to Sections 2.1(f(i) and 2.2 hereof, at At any time after the date that is 180 days after expiration of the IPO Closing DateLock-Up Period, each any Sponsoring Holder may deliver shall have the option and right, exercisable by delivering a written notice to the Company a written notice (a “Demand Registration Notice”) informing ), to require the Company to, pursuant to the terms of such Holder’s desire and subject to have some or all the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of its Registrable Securities registered for resale and specifying the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to be registered by the Company Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). Upon receipt The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration Notice from a Holder requesting registration unless the Registrable Securities of the lesser Holders to be included therein after compliance with Section 2(a)(ii) have an aggregate value of at least $30 million based on the VWAP (ithe “Minimum Amount”) two hundred thousand (200,000) Registrable Securities or as of the date of the Demand Notice. (ii) all Within five Business Days (or if the Registration Statement will be a Shelf Registration Statement, within two Business Days) after the receipt of the Demand Notice, the Company shall give written notice of such Holder’s Registrable SecuritiesDemand Notice to all Holders and, within 30 days after receipt of the Demand Notice (except if the Company has is not already caused such then eligible to register for resale the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file withForm S-3, and in which has been declared effective bycase, the Commission and which remains in effect and not within 90 days thereof), shall, subject to any stop orderthe limitations of this Section 2(a), injunction or other order or requirement file a Registration Statement in accordance with the terms and conditions of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale which Registration Statement shall cover all of the Registrable Securities on a delayed or continuous basis (that the “Holders shall in writing request to be included in the Demand Registration (such request to be given to the Company within three Business Days (or if the Registration Statement will be a Shelf Registration Statement”, within one Business Day) after receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities). The Company agrees (subject to Section 2.2 hereof) to shall use commercially reasonable best efforts to cause the Demand such Registration Statement to be declared become and remain effective by under the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) Securities Act until the earlier of (iA) the date that 180 days (or two years if a Shelf Registration Statement is two (2requested) years after the date of effectiveness of such Demand Registration Statement, Effective Date or (iiB) the date on which all of the Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Holders refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company or the Company pursuant to this Agreement. (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration Statement are eligible within 90 days after the closing of any Underwritten Offering, (B) more than a total of four Demand Registrations for sale without registration pursuant to Rule 144 which WildHorse Holdings (or any successor provisiontransferee thereof in accordance with Section 8(e)) under is the Securities Act without volume limitations Initiating Holder, (C) more than a total of four Demand Registrations for which Esquisto Holdings (or other restrictions on transfer thereunderany transferee thereof in accordance with Section 8(e)) is the Initiating Holder, (D) more than a total of four Demand Registrations for which Acquisition Co. Holdings (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder, and (iiiE) the date on which the Holder or Holders consummate the sale of a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities registered held by the Initiating Holder shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. Further, a Demand Registration shall not constitute a Demand Registration of the Initiating Holder for purposes of this Section 2(a)(iii) if, as a result of Section 2(a)(vi), there is included in the Demand Registration less than the lesser of (x) Registrable Securities of the Initiating Holder having a VWAP measured on the effective date of the related Registration Statement of $30 million and (y) two-thirds of the number of Registrable Securities the Initiating Holder set forth in the applicable Demand Notice. (iv) A Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Notwithstanding Upon receipt of a notice from the foregoingInitiating Holder that the Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or a notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Shares such that the remaining amount of Registrable Shares to be included in the Demand Registration is below the Minimum Amount, the Company may at any time (including, without limitation, prior shall cease all efforts to or after receiving secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration Notice from with respect to the Initiating Holder for purposes of Section 2(a)(iii) unless (A) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (B) the withdrawal is made following the occurrence of a HolderMaterial Adverse Change or pursuant to the Company’s request for suspension pursuant to Section 3(o). (v) The Company may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person, subject to Section 2(a)(vi) and Section 2(c)(iii). (vi) In the case of a Demand Registration not being underwritten, if the Initiating Holder advises the Company that in its sole discretionreasonable opinion the aggregate number of securities requested to be included exceeds the number that can be included without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Company shall include in such Demand Registration only that number of securities that in the reasonable opinion of the Initiating Holder will not have such adverse effect, with such number to be allocated as follows: (A) first, pro-rata among all additional Holders (including the Initiating Holder) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then outstanding or any portion thereof in any registration statementheld by each such Holder, including by virtue of adding such Registrable Securities as (B) second, if there remains availability for additional securities to be included in such Demand Registration, the Company, and (C) third, if there remains availability for additional securities to be included in such Demand Registration, any other holders entitled to participate in such Demand Registration, if applicable, based on the relative number of securities such holder is entitled to include in such Demand Registration. (vii) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration Statement or an existing shelf registration statement for any offering and selling of Registrable Securities shall be effected pursuant to Rule 462(b) an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in which event order to enable such offering to take place. (viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be deemed prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to have satisfied its register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration obligation under this Section 2.1(aand (2) with respect such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities so includedsubject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (ix) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, so long at the request of such Holder, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such registration statement remains transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall the Company be required to file a post-effective and not amendment to the subject of any stop orderRegistration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, injunction or other order Affiliates of the Commission)Holder or transferees of the Holder or (B) the Company has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder.

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, at At any time after and from time to time, the date that is 180 days after Controlling Shareholder shall have the IPO Closing Dateoption and right, each Holder may deliver exercisable by delivering a written notice to the Company a written notice (each such notice, a “Demand Registration Notice”) informing ), to require the Company to, pursuant to the terms of such Holder’s desire and subject to have some or all the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of its Registrable Securities registered for resale and specifying the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to be registered by Rule 415 (the Company (“Demand Registration”). Upon receipt The Company shall be obligated to effect an unlimited number of a Demand Registration Notice from a Holder requesting registration of registrations for the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable SecuritiesControlling Shareholder under this Section 2.1, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop ordermarket conditions. (b) Subject to the provisions of Section 2.5 below, injunction or other order or requirement of the Commission (in which event the Company shall use its reasonable best efforts to file a Registration Statement (which may be deemed submitted as a confidential submission to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities)the extent permitted by applicable securities laws) as promptly as practicable, then the Company shall cause to be filed with the Commission as soon as reasonably practicable in any case within customary time periods, after receiving the receipt of each Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to shall use commercially its reasonable best efforts to cause the Demand such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to remain effective under the Securities Act for not less than the period set forth in clauses (i) to (iii) of this Section 2.1(b) (the “Effectiveness Period”): (i) The Company shall use reasonable best efforts to keep any shelf registration statement (a “Shelf Registration Statement”) filed on Form F-3 continuously effective under the Securities Act to permit the Prospectus forming a part of it to be usable by the Commission Controlling Shareholder until the date as soon as practicable. Subject to Section 2.2 hereofof which the Controlling Shareholder no longer holds Registrable Securities. (ii) If the Registration Statement filed is a Shelf Registration Statement on any form other than Form F-3 and such Registration Statement was not filed in connection with an Underwritten Offering, the Company agrees to shall use commercially reasonable efforts to keep any Demand the Registration Statement continuously effective under the Securities Act until such time as the Company is eligible to file a Shelf Registration Statement on Form F-3 covering the Registrable Securities thereon or such shorter period during which all Registrable Securities included in the Registration Statement have actually been sold. (including iii) If the preparation Registration Statement filed is a Shelf Registration Statement on any form other than Form F-3 and filing such Registration Statement was filed in connection with an Underwritten Offering, the Company shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act, for a period of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years at least 180 days after the date of effectiveness of Effective Date thereof or such Demand Registration Statementother period as the underwriters for any Underwritten Offering may determine to be appropriate, (ii) the date on or such shorter period during which all Registrable Securities included in the Registration Statement have actually been sold; provided that such period shall be extended for a period of time equal to the period the Controlling Shareholder may be required to refrain from selling any securities included in the Registration Statement at either the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement. (c) In addition, the Effectiveness Period shall be extended by one (1) day for each additional day during any Suspension Period in effect following the Effective Date applicable thereto pursuant to Section 2.5. (d) The Registrable Securities covered by such Demand any Registration Statement are eligible for sale without registration pursuant demanded under this Section 2.1 shall be distributed by means of a firm commitment underwritten offering unless otherwise agreed to Rule 144 in writing by the Controlling Shareholder. (or any successor provisione) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior shall not be required to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any effect registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a2.1 before ninety (90) with respect days after the Effective Date of any other previously effective Registration Statement for an Underwritten Offering of securities pursuant to the Registrable Securities so included, so long as such a Controlling Shareholder-initiated registration (other than pursuant to a registration statement remains effective and not on Form F-4, S-4 or S-8) or a Piggy-Back Underwritten Offering (as defined below), provided, however, that nothing in this clause shall derogate from the subject of any stop order, injunction or other order of the Commission)Company’s obligations under Section 2.4 hereof.

Demand Registration. Subject to Sections 2.1(f) and 2.2 hereof, at At any time after during the date that is 180 days after five year period following the IPO Closing Date, each Holder the Investor may deliver to the Company make a written notice request (the "Demand Notice") for registration under the Securities Act (a “"Demand Registration Notice”Registration") informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying Securities. The Demand Notice will specify the number of shares of Registrable Securities proposed to be registered by sold and will also specify the Company (“Demand Registration”)intended method of disposition thereof. Upon Following receipt of a Demand Registration Notice from the Investor, the Company promptly will file a Holder requesting registration of statement on any appropriate form which will cover the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if that the Company has been so requested to register by the Investor. Unless the Investor shall consent in writing, no party (including the Company) other than DDR, Praedium II Industrial Associates LLC ("Praedium"), MS Real Estate Special Situations Inc. ("MRSE"), certain clients of Morgxx Xxxnxxx Xxxet Management Inc. who have purchased Common Shares of the Company (such clients together with MRSE, the "Morgxx Xxxities"), LaSalle Advisors Limited Partnership acting as agent for and on behalf of certain clients ("LaSalle"), or ABKB/LaSalle Securities Limited Partnership ("ABKB" and together with LaSalle, the "LaSalle Entities") shall be permitted to offer securities under any such Demand Registration. The Company shall not already caused be required to effect more than three Demand Registrations under this Section 2(b). A registration requested pursuant to this Section 2(b) will not be deemed to have been effected (and it shall not count as one of the three Demand Registrations) unless the Registration Statement relating thereto has become effective under the Securities Act; provided, however that if, after such Registration Statement has become effective, the offering of the Registrable Securities pursuant to be included as part of an existing shelf such registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to is interfered with by any stop order, injunction or other order or requirement of the Commission (in which event the Company shall SEC or any other governmental agency or court, such registration will be deemed not to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company been effected (and it shall cause to be filed with the Commission not count as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale one of the Registrable Securities on a delayed or continuous basis (the “three Demand Registration Statement”Registrations), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company Investor may at any time (including, without limitation, prior to or after receiving the effective date of the Registration Statement relating to such registration revoke a Demand Registration Notice from by providing a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities written notice to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act Company (in which event case such Demand Registration shall not count as one of the three Demand Registrations). If the Investor so elects, the offering of Registrable Securities pursuant to such registration shall be in the form of an Underwritten Offering. If the managing underwriter or underwriters of such offering advise the Company and the Investor in writing that in their opinion the number of shares of Registrable Securities and shares of DDR, Praedium, the Morgxx Xxxities or the LaSalle Entities, if any, requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, the Company will include in such registration the aggregate number of Registrable Securities and shares of DDR, Praedium, the Morgxx Xxxities or the LaSalle Entities, if any, requested to be included, which in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect; provided, however, that no Registrable Securities or shares of DDR, Praedium, the Morgxx Xxxities or the LaSalle Entities, if any, may be excluded before all shares proposed to be sold by other parties, including the Company, have been excluded. If any Registrable Securities are excluded, such registration shall not count as one of the three Demand Registrations. If the amount of Registrable Securities proposed to be registered hereunder are required to be excluded pursuant to this paragraph, the number of Registrable Securities of the Investor and the number of shares of DDR, Praedium, the Morgxx Xxxities or the LaSalle Entities, if any, to be included in such Registration shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).reduced

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, If at any time after the date that is 180 days after the IPO Closing Date, each Holder may deliver to of this Agreement the Company receives a written notice request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a “Demand Registration Notice”) informing ), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Holder’s desire Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period"). (b) If for any reason the Commission does not permit all of the Registrable Securities requested by a Holder to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any such Registrable Securities are not permitted by the Commission to be included on a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which such filing may be made, an additional Registration Statement covering the resale of all of the Registrable Securities requested by Holder not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis at the market pursuant to Rule 415 or otherwise as may be acceptable to a Holder whose Registrable Securities were not registered for resale. Each such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement effective under the Securities Act during the entire Effectiveness Period.. (c) If: (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby is not filed by the Company with the Commission on or prior to the Filing Date (or the applicable filing date if the Registration Statement is not the initial Registration Statement required to be filed under Section 2(a)), (ii) a Registration Statement covering all of the Registrable Securities is not declared effective by the Commission on or prior to its required Effectiveness Date (it being understood that if the Company shall not have filed a “final” prospectus for the Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(f) below (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have some satisfied this clause (ii)), (iii) the Company fails to file a request for the acceleration of the Effectiveness Date of the applicable Registration Statement as required by Section 3(c), (iv) there is a suspension or delisting of the Company’s Common Stock (or the Company fails to timely list all the Registrable Securities) on its principal trading market or exchange, (v) after its Effective Date, other than during an Allowable Grace Period (as defined below), such Registration Statement ceases to be effective and available for use by the Holders as to any Registrable Securities to which it is required to cover at any time prior to the expiration of its Registrable Securities registered Effectiveness Period for resale up to no more than 3 consecutive Trading Days (or 20 Trading Days in any 12 month period in the aggregate) (any such failure or breach being referred to as an “Event,” and specifying for purposes of clauses (i)-(iv), on the date on which such Event occurs, or for purposes of clause (v), the date on which the Allowable Grace Period or other specified period is exceeded, being referred to as “Event Date"), then, in addition to any other rights available to the Holders under this Agreement or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as partial damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement; and (y) on each 30-day anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The partial damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding the foregoing, in no event shall the partial damages under this Section 2(d) exceed an amount equal to 20% of the aggregate Investment Amounts. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission (the “Staff”) or the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Staff or the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Purchase Agreement and in the event of any reduction pursuant to this paragraph, no Holder shall have any claim against the Company as a result of such reduction and any Event or other delay or breach of this Agreement occurring primarily due to such action by the Staff or the Commission and any such relating reduction shall not require the Company to pay any partial damages pursuant to Section 2(d) hereof or otherwise provide the basis for any claim by any Holder against the Company pursuant to the Transaction Documents (“Demand Registration”it being understood that the foregoing does not constitute a waiver of Section 3.2(f) of the Securities Purchase Agreement by any Holder or the obligations of the Company under this paragraph and elsewhere in relation thereto). Upon receipt In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Holder shall have the right to require, upon delivery of a Demand Registration Notice from written request to the Company signed by the Holder, the Company to file a registration statement within 30 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for re-sale by such Holder requesting in a manner acceptable to such Holder, and the Company shall following such request cause to be and keep effective such registration of statement in the lesser of same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) two hundred thousand (200,000) all Registrable Securities held by such Holder have been registered pursuant to an effective Registration Statement in a manner acceptable to such Holder or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities may be resold by such Holder without restriction (including volume limitations) pursuant to Rule 144(b)(i) of the Securities Act (taking account of any Staff position with respect to “affiliate” status) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to Holder as to all Registrable Securities held by such Holder and that have not theretofore been included as part of an existing shelf registration statement and related prospectus in a Registration Statement under this Agreement (it being understood that the Company then has on file with, special demand right under this sentence may be exercised by a Holder multiple times and which has been declared effective by, with respect to limited amounts of Registrable Securities in order to permit the Commission and which remains in effect and re-sale thereof by such Holder as contemplated above). (e) In the event that Form S-1 is not subject to any stop order, injunction or other order or requirement available for the registration of the Commission (in which event resale of Registrable Securities hereunder, the Company shall be deemed use reasonable best efforts to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60i) days following receipt of such notice, a new registration statement and related prospectus covering register the resale of the Registrable Securities on a delayed or continuous basis another appropriate form reasonably acceptable to the Holders and (ii) undertake to register the “Demand Registration Statement”)Registrable Securities on Form S-1 as soon as such form is available, which complies as to form in all material respects with applicable Commission rules providing for provided that the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to shall use commercially reasonable best efforts to cause maintain the Demand effectiveness of the Registration Statement to be then in effect until such time as a Registration Statement on Form S-1 covering the Registrable Securities has been declared effective by the Commission as soon as practicableCommission. Subject In the event the Company becomes eligible to Section 2.2 hereofregister the Registrable Securities on Form S-3, the Company agrees to shall use commercially reasonable best efforts to keep any Demand promptly register the Registrable Securities on Form S-3, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement(s) then in effect until such time as a Registration Statement continuously on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (including f) By 5:30 p.m. on the preparation and filing Trading Day immediately following the Effective Date of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand each Registration Statement, (ii) the date on which all of Company shall file with the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Commission in accordance with Rule 144 (or any successor provision) 424 under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under final prospectus to be used in connection with sales pursuant to such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, at At any time after the date that is 180 days after the IPO Closing Dateeffective date, each Holder the Advent Holders may deliver request (the “Requesting Holders”, which term shall include parties deemed “Requesting Holders” pursuant to the Company a written notice Section 4.01(f) hereof), in writing (a “Demand Registration NoticeRequest”) informing ), that the Company effect the registration under the Securities Act of such Holder’s desire to have some all or all part of its or their Registrable Securities registered for resale and specifying (a “Demand Registration”). (b) Each Demand Request shall specify the number of Registrable Securities proposed to be registered sold. Subject to Section 4.01(g), the Company shall file the Demand Registration within ninety (90) days after receiving a Demand Request (the “Required Filing Date”) and as soon as practicable and in any event shall use all reasonable best efforts to cause the same to be declared effective by the Company SEC or, if eligible, to become automatically effective as promptly as practicable after such filing. (“Demand Registration”). Upon receipt of c) A registration will not count as a Demand Registration Notice from a Holder requesting registration of until it has become effective (unless the lesser of (i) two hundred thousand (200,000) Requesting Holders withdraw all their Registrable Securities or (ii) all of such Holder’s Registrable Securities, if and the Company has not already caused performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration unless the Requesting Holders pay all Registration Expenses, as hereinafter defined, in connection with such withdrawn registration); provided, however, that if, after it has become effective, an offering of Registrable Securities pursuant to be included as part of an existing shelf a registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to is interfered with by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. (d) The offering of Registrable Securities pursuant to a Demand Registration shall be in the form of a “firm commitment” underwritten offering. The Requesting Holders of a majority of the Registrable Securities to be registered in a Demand Registration shall select the investment banking firm or firms to manage the underwritten offering, provided that such selection shall be subject to the consent of the Company, which event consent shall not be unreasonably withheld. No Person may participate in any registration pursuant to Section 4.01(a) unless such Person (i) agrees to sell such Person’s Registrable Securities on the basis provided in any underwriting arrangements described above and (ii) 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 Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Person’s ownership of his or its Registrable Securities to be transferred free and clear of all liens, claims and encumbrances, (B) such Person’s power and authority to effect such transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested; 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 will be in proportion thereto, provided, further, that such liability will be limited to the net amount received by such Person from the sale of his or its pursuant to such registration; and provided; further, that if the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to cannot include such Registrable Securities)provisions in any underwriting agreement, then the Company shall cause indemnify such Person to the fullest extent permitted by law with respect to any loss resulting from the underwriting agreement differing from the provisions of this Agreement. (e) No securities to be filed sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Company or the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price or success 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 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 is 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 such registration by each such Requesting Holder. (f) Upon receipt of any Demand Request, the Company shall promptly (but in any event within ten (10) days) give written notice of such proposed Demand Registration to all other holders of Registrable Securities, who shall have the right, exercisable by written notice to the Company within twenty (20) days of their receipt of the Company’s notice, to elect to include in such Demand Registration such portion of their Registrable Securities as they may request. All Stockholders requesting to have their Registrable Securities included in a Demand Registration in accordance with the Commission as soon as reasonably practicable preceding sentence shall be deemed to be “Requesting Holders” for purposes of this Section 4.01(f). (g) The Company may defer the filing (but not the preparation) of a registration statement required by Section 4.01(a) until a date not later than 180 days after the Required Filing Date (or, if longer, ninety (90) days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its Stockholders or (ii) prior to receiving the Demand Registration NoticeRequest, the Board had determined to effect a registered underwritten Public Offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 4.01(g) shall be lifted, and the requested registration statement shall be filed forthwith, if, in no the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to 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 4.01(g), the Company shall promptly (but in any event more than sixty within ten (6010) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 4.01(g) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days following receipt after receiving such certificate, the holders of such notice, a new registration statement and related prospectus covering the resale majority of the Registrable Securities on a delayed or continuous basis (held by the “Requesting Holders and for which registration was previously requested may withdraw such Demand Registration Statement”)Request by giving notice to the Company; if withdrawn, which complies as the Demand Request shall be deemed not to form in have been made for all material respects with applicable Commission rules providing for the sale by such Holder or group purposes of Holders of such Registrable Securitiesthis Agreement. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause may defer the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf particular registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a4.01(g) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)only once.

Demand Registration. Subject to Sections 2.1(f) and 2.2 hereof, at At any time after September 1, 2000, the date Purchaser may demand that is 180 days after the IPO Closing Date, each Holder may deliver to the that Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some register Common Stock constituting all or all part of its Registrable Securities registered under the Securities Act (a "Demand for resale Registration") on Forms X-0, X-0 or S-3 (or similar forms then in effect for small business entities) promulgated by the Commission under the Securities Act. Such demand for registration ("Demand for Registration") shall be in writing, delivered to the Company in accordance with Section __ of this Agreement and specifying shall specify the number of Registrable Securities to be registered by and the intended method of the disposition of such securities. No later than ten (10) Business Days after receipt of such Demand for Registration the Company shall give written notice (“a "Notice of Demand for Registration”). Upon receipt ") of a such Demand for Registration Notice from a Holder requesting to all other Holders, and shall use its best efforts to effect the registration of under the lesser of Securities Act of: (i) two hundred thousand (200,000) the Registrable Securities or included in the Demand for Registration, and (ii) all of such Holder’s other Registrable Securities, if Securities as to which any Holder has delivered to the Company has not already caused such a Request for Registration within fifteen (15) days after the giving of the Notice of Demand for Registration, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the methods of disposition specified. At the request of the Holders of a majority of the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective byregistered, the Commission and which remains method of disposition of all Registrable Securities included in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company such registration shall be deemed to have satisfied its registration obligation under this an underwritten offering effected in accordance with Section 2.1 with respect to such Registrable Securities5(a), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities postpone taking action with respect to a Demand Registration Statement for a reasonable period of time after receipt of the original Demand for Registration (not exceeding ninety (90) days) if, in the good faith opinion of the Board, effecting the registration would adversely affect a material financing, acquisition, disposition of assets or an existing shelf registration statement pursuant stock, merger or other comparable transaction or would require the Company to Rule 462(b) under make public disclosure of information the Securities Act (in public disclosure of which event would have a material adverse effect upon the Company, provided that the Company shall not delay such action pursuant to this sentence more than once in any twelve (12) month period. No Holder shall have the right to include any securities in a registration statement to be deemed filed as part of a Demand Registration unless (i) such securities are of the same class as the Registrable Securities included in the Demand for Registration (or the demanding Holders consent to have satisfied its registration obligation under this Section 2.1(asuch inclusion in writing), and (ii) with respect if such Demand Registration is an underwritten offering, such other Holders agree in writing to sell their securities on the same terms and conditions as apply to the Registrable Securities so includedbeing sold pursuant to the Demand for Registration. Except as provided under this Section 2, so long as such registration statement remains effective the Company will include in each Demand for Registration all Registrable Securities for which the Company receives timely written requests for inclusion. All demands made pursuant to this Section 2 must specify the number of Registrable Securities to be registered and not the subject intended method of any stop order, injunction or other order disposing of the Commission)Registrable Securities.

Demand Registration. Subject to Sections 2.1(f) and 2.2 hereof, at any time after Upon the date that is 180 days after the IPO Closing Date, each Holder may deliver to the Company a written notice request (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration Holders collectively owning at least 5% of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s then-outstanding Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed file with the Commission Commission, as soon as reasonably practicable after receiving the Demand Registration Noticepracticable, but in no event more than sixty (60) 90 days following the receipt of such noticethe Notice, a new registration statement and related prospectus covering (each a “Registration Statement”) under the Securities Act providing for the resale of the such Registrable Securities on (which may, at the option of the Holders giving such Notice, be a delayed or continuous basis (registration statement under the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing Securities Act that provides for the sale by such Holder or group of Holders resale of such Registrable SecuritiesSecurities pursuant to Rule 415 from time to time by the Holders). There shall be no limit on the number of Registration Statements that may be required by the Holders pursuant to this Section 2.01. The Company agrees (subject to Section 2.2 hereof) to shall use its commercially reasonable efforts to cause the Demand each Registration Statement to be declared effective by the Commission as soon as practicablereasonably practicable after the initial filing of the Registration Statement. Subject Any Registration Statement shall provide for the resale pursuant to Section 2.2 hereofany method or combination of methods legally available to, and requested by, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing Holders of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of all such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement. The Company shall use its commercially reasonable efforts to cause each Registration Statement are eligible for sale without registration filed pursuant to Rule 144 this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all such Registrable Securities by the Holders until all such Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (or any successor provisionthe “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) under shall comply as to form in all material respects with all applicable requirements of the Securities Act without volume limitations and the Exchange Act and shall not contain an untrue statement of a material fact or other restrictions on transfer thereunderomit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, or (iii) the date on which the Holder or Holders consummate the sale of all in light of the Registrable Securities registered circumstances under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving which a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commissionis made).

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, at At any time and from time to time following the last day of the Holding Period, the Investor Holders may request in writing that the Company effect the registration under the Securities Act of all or any portion of the Registrable Securities held by the Investor Holders (each, a “Demand Notice”). Promptly after its receipt of any Demand Notice (but in no event later than 10 business days following receipt thereof), the Company shall deliver written notice thereof to all other Holders and shall use commercially reasonable efforts to file, as promptly as practicable but in no event later than 45 days after its receipt of such Demand Notice, a Registration Statement covering all Registrable Securities that have been requested to be registered (i) in the Demand Notice and (ii) by any other Holders by written notice to the Company delivered within 10 days after the date that is 180 days after the IPO Closing Date, each Holder may deliver to on which the Company a written has given such Holders notice (of the Demand Notice, in accordance with the methods(s) of distribution specified by the Investor Holders in the Demand Notice. Any registration requested pursuant to this Section 2(a) or pursuant to Section 3(a) is referred to herein as a “Demand Registration.” (b) Subject to Section 3(a), the Company shall not be required to effect more than two Demand Registrations (other than non-underwritten Short-Form Registrations pursuant to Section 3) and Shelf Underwritten Offerings in the aggregate; provided, that a Registration Notice”Statement shall not count as a Demand Registration requested under Section 2(a) informing unless and until it has become effective and the Holders requesting such registration are able to register and sell at least 50% of the Registrable Securities requested to be included in such registration. The Company shall not be obligated to effect any Demand Registration if the Registrable Securities to be included in such Registration Statement do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions), determined by the Company in good faith, of at least $1,000,000. The Company shall not be obligated to effect any Demand Registration during the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on the 180th day immediately following the effective date of, any registration statement pertaining to securities of the Company (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 under the Securities Act is applicable or (ii) a Registration Statement on Form X-0, X-0 or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public). The Company may postpone for up to 180 days the filing or effectiveness of a Registration Statement for a Demand Registration if the Board determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate reorganization, capital transaction or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Investor Holders shall be entitled to withdraw the Demand Notice relating to such Demand Registration and, if such Demand Notice is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any period of 12 consecutive months. (c) If the Investor Holders make a Demand Notice and elect to distribute the Registrable Securities covered thereby in an underwritten offering, they shall so advise the Company as a part of the Demand Notice and the Company shall include such information in its notice to the other Holders. The Investor Holders shall select the managing underwriter(s) in connection with such offering, subject to the prior written approval (not to be unreasonably withheld) by the Company of such Holder’s desire managing underwriter(s). (d) If a Demand Registration involves an underwritten offering and the managing underwriter advises the Company and the Investor Holders in writing that in its opinion the number of shares of Common Stock proposed to have some or all be included in the Demand Registration exceeds the number of its shares of Common Stock which can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such registration would adversely affect the price per share of the Registrable Securities registered for resale and specifying proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration: (i) first, the number of shares of Common Stock that the Holders propose to sell, allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities to be registered owned by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or each such Holder; and (ii) all second, the number of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities shares of Common Stock proposed to be included as part therein by any other Persons (including shares of an existing shelf registration statement and related prospectus that Common Stock to be sold for the account of the Company then has on file withand/or other holders of Common Stock), and which has been declared effective by, the Commission and which remains allocated among such Persons in effect and not subject to any stop order, injunction or other order or requirement of the Commission such manner as they may agree. (in which event the e) The Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but not include in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective that does not involve an underwritten offering any securities which are not Registrable Securities without the prior written consent (including the preparation and filing of any amendments and supplements necessary for that purposenot to be unreasonably withheld) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)Investor Holders.

Demand Registration. Subject to Sections 2.1(f(i) and 2.2 hereofAt any time after the expiration of the Lock-Up Period, at any LS Power Holder, and, any time after the date that the Company is 180 days after eligible to file a registration statement on Form S-3, any XX Xxxxxx, shall have the IPO Closing Dateoption and right, each Holder may deliver exercisable by delivering a written notice to the Company a written notice (a “Demand Registration Notice”) informing ), to require the Company to, pursuant to the terms of such Holder’s desire and subject to have some or all the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of its Registrable Securities registered for resale and specifying the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to be registered by the Company Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). Upon receipt The Demand Notice shall set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration Notice from a Holder requesting registration unless the Registrable Securities of the lesser of (iHolders to be included therein after compliance with Section 2(a)(ii) two hundred thousand (200,000) Registrable Securities or have an aggregate value at least the Minimum Amount. (ii) all of such Holder’s Registrable Securities, if Within five Business Days after the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement receipt of the Commission (in which event Demand Notice, the Company shall be deemed give written notice of such Demand Notice to have satisfied its registration obligation under all Holders and, as promptly as practicable but in any event, within 30 days after receipt of the Demand Notice, shall, subject to the limitations of this Section 2.1 with respect to such Registrable Securities2(a), then the Company shall cause to be filed file a Registration Statement in accordance with the Commission as soon as reasonably practicable after receiving terms and conditions of the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to shall use commercially reasonable efforts to cause the Demand such Registration Statement to be declared become and remain effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the Commission as soon as practicable. “Effectiveness Period”). (iii) Subject to Section 2.2 hereofthe other limitations contained in this Agreement, the Company agrees is not obligated hereunder to use commercially reasonable efforts to keep any effect (A) a Demand Registration Statement continuously effective (including within 90 days after the preparation and filing closing of any amendments Underwritten Offering (or such shorter period if permitted by applicable lock-up agreements), and supplements necessary for that purpose(B) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such a subsequent Demand Registration Statement, (ii) the date on which pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities covered held by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) the Initiating Holder shall have become and remains effective under the Securities Act without volume limitations and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or other restrictions on transfer thereunder, methods of distribution thereof specified in the Demand Notice. (iv) A Holder may withdraw all or (iii) any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the date on which effectiveness of the applicable Registration Statement. Upon receipt of a notice from a Holder to the effect that the Holder or Holders consummate is withdrawing an amount of its Registrable Securities such that the sale remaining amount of Registrable Securities to be included in the Demand Registration is below the Minimum Amount, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. (v) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the Registrable Securities registered under such in accordance with the intended method or methods of disposition specified in the Demand Notice; provided, that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration Statement. Notwithstanding the foregoing, the Company may at for any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional offering and selling of Registrable Securities then outstanding shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement equivalent or an existing shelf registration statement pursuant to Rule 462(b) successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in which event order to enable such offering to take place. (vi) Without limiting Section 3 hereof, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be deemed prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to have satisfied its register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration obligation under this Section 2.1(aand (2) with respect such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities so includedsubject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (vii) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, so long at the request of such Holder, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such registration statement remains transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided, that in no event shall the Company be required to file a post-effective and not amendment to the subject of any stop orderRegistration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, injunction or other order Affiliates of the Commission)Holder or transferees of the Holder or (B) the Company has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder.

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereofFor so long as the Trust holds Trust Shares, at any time after upon written notice from Entergy, in the date manner set forth in Section 9(i), requesting that is 180 days after the IPO Closing Date, each Holder may deliver to the Company a written notice effect the registration under the Securities Act of all of the Trust Shares by means of an Exchange Offer (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”), which notice shall specify the amount of Trust Shares proposed to be registered and the intended method of distribution, the Company shall use its reasonable best efforts to effect, in the manner set forth in Section 4, the registration under the Securities Act of such Trust Shares, provided that: (i) if, while a registration request is pending pursuant to this Section 2, the Company determines, following consultation with and receiving advice from its legal counsel, that the filing or initial effectiveness of a registration statement or any amendment thereto or the sale or other transfer of any Trust Shares would require any Adverse Disclosure, upon notice to Entergy, the Company shall not be required to effect a registration pursuant to this Section 2 (a “Demand Suspension”) until the earlier of (A) the date upon which such Adverse Disclosure is otherwise disclosed to the public or ceases to be an Adverse Disclosure and (B) 45 days after the Company delivers such Demand Suspension; provided, however, that the Company shall not be permitted to exercise a Demand Suspension more than two times. Upon If a Demand Suspension occurs (or continues to occur) within 60 days of the Trust Expiration Date, the Trust Expiration Date shall be extended until 60 days after such Demand Suspension has been terminated. In the case of a Demand Suspension, each of Entergy and the Trustee agrees to suspend use of the applicable prospectus and any free writing prospectuses in connection with any sale of, or offer to sell, Trust Shares, upon receipt of a notice with respect thereto and while such Demand Suspension is pending; (ii) the Company shall not be obligated to file a new registration statement relating to a registration request for an Exchange Offer pursuant to this Section 2 within a period of 45 days before the Trust Expiration Date; and (iii) Entergy shall be allowed to request no more than one (1) Demand Registration Notice from with respect to the Trust Shares. (b) Notwithstanding any other provision of this Agreement to the contrary, a Holder requesting registration requested by Entergy pursuant to this Section 2 shall not be deemed to have been effected (and, therefore, not requested for purposes of the lesser of this Section 2), if: (i) two hundred thousand (200,000) Registrable Securities or the registration statement filed in connection therewith has not become effective; (ii) all of after such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file withbecome effective, and which has been declared effective by, the Commission and which remains in effect and not it becomes subject to any stop order, or there is issued an injunction or other order or requirement decree of the Commission (SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by Entergy, which injunction, order or decree prohibits or otherwise materially and adversely affects the offer and sale of the Trust Shares so registered prior to the completion of the exchange thereof in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed accordance with the Commission as soon as reasonably practicable after receiving Exchange Offer set forth in the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, statement; or (iii) the date on which conditions to the Holder Exchange Offer are not satisfied. (c) The Trustee shall have the right to designate in consultation with the Company and Entergy (i) one or Holders consummate more nationally recognized investment bankers and managers to act as dealer manager in connection with an Exchange Offer (the sale of all of “Dealer Manager”), (ii) an exchange agent, (iii) an information agent, and (iv) a distribution agent, in each case mutually acceptable to the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoingCompany, the Company may at any time Trustee and Entergy (includingsuch acceptance not to be unreasonably withheld). Schedule I sets forth a list of Dealer Managers, without limitationexchange agents, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including information agents and distribution agents that are pre-approved by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).Entergy.2

Demand Registration. Subject Upon delivery to Sections 2.1(fthe Company of a written demand from the Purchaser(s) holding the Notes with a majority of the outstanding principal thereof (“Demand Notice”), the Company shall prepare and 2.2 hereof, at any time after file with the date that is 180 Securities and Exchange Commission (the “Commission”) within 60 days after the IPO Closing Date, each Holder may deliver delivery of such Demand Notice to the Company a written notice (a the “Demand Registration NoticeFiling Deadline”) informing a registration statement on Form S-1 (the “Registration Statement”), covering the resale of all or such portion of the shares of Common Stock issued upon any conversion of principal of the Notes as specified in the Demand Notice (the “Registrable Securities”) as permitted by any publicly available written or oral guidance, comments, requirements or requests of the Commission’s staff and (ii) the Securities Act (the “SEC Guidance”) (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall include in a Registration Statement only the Registrable Securities. If the initial Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the initial Filing Deadline, the Company will make payments to the Purchasers, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate principal amount of the Notes then outstanding (paid on a pro-rata basis to each Purchaser based on the amount of principal of such HolderPurchaser’s desire Note(s) then outstanding) for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to have some the Registrable Securities. Such payments shall constitute the Purchasers’ exclusive remedy for such events; provided, however, that the Purchasers shall retain the right to pursue any equitable remedies available to it with respect to such events. Such payments shall be made to the Purchaser in cash. The maximum aggregate liquidated damages payable to the Purchasers under these registration rights provisions (including paragraphs (a) and (c) hereof) shall be 5.0% of the aggregate purchase price paid by the Purchasers for the Notes pursuant to the Purchase Agreement. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered in the Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or all a greater number of Registrable Securities), unless otherwise directed in writing by the Purchasers as to its Registrable Securities registered for resale and specifying Securities, the number of Registrable Securities to be registered by on such Registration Statement will be reduced pro rata among the Purchasers based on the principal amount of their respective Notes. In the event of such reduction, the Company (“Demand Registration”). Upon receipt of a Demand shall file one or more Registration Notice from a Holder requesting registration of Statements covering the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such remaining Registrable Securities to be included as part of an existing shelf registration statement the extent permitted by SEC Guidance (and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company such additional Registration Statement(s) shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, within a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years time after the earliest date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered permitted by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the CommissionSEC Guidance).

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, If at any time after prior to the fifth anniversary of the date that is 180 days after of consummation of the IPO Closing Date, each Holder may deliver to Company’s initial public offering the Company shall receive a written notice request (a “Demand Registration Notice”) informing from the Demand Committee that the Company effect the registration under the Securities Act of all or any portion of the Registrable Securities specified in the Demand Notice (a “Demand Registration”), specifying the information set forth under Section 2.7(i), then the Company shall use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable, subject to the restrictions in Section 2.4, the registration under the Securities Act of the Registrable Securities for which the Demand Committee has requested registration under this Section 2.2, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as specified) of such Holder’s desire Registrable Securities. If the Demand Committee elects to have some or all effect a Demand Registration, the provisions of its Section 2.5(a) with respect to the notices required and the determination of the number of Piggyback Registrable Securities registered to be included in a Piggyback Registration shall apply mutatis mutandis to such Demand Registration, but the inclusion of such Registrable Securities pursuant to this Section 2.2 shall be treated as part of the Demand Registration and not as a Piggyback Registration hereunder. (b) The Demand Committee may request an unlimited number of Demand Registrations at any time prior to the fifth anniversary of the date of consummation of the Company’s initial public offering, subject to the limitations set forth in Section 2.4. (c) Subject to the availability of Form S-3 or any successor registration form to effect a Demand Registration, at the request of the Demand Committee, any Demand Registration shall be a shelf registration effected in accordance with Rule 415 under the Securities Act or any successor or similar rule (a “Shelf Registration”). (d) At any time, the Demand Committee may revoke such Demand Registration request by providing a notice to the Company revoking such request. The Company shall be liable for resale and specifying pay all Registration Expenses in connection with any Demand Registration, whether or not so revoked. (e) At the request of the Demand Committee, the Demand Registration shall involve an Underwritten Public Offering. If a Demand Registration involves an Underwritten Public Offering and the managing underwriter advises the Company and the Demand Committee that, in its view, the number of Registrable Securities and other securities requested to be included in such registration exceeds the largest number of Class A Shares that can be sold without having a material adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Demand Offering Size”), the Company shall include in such Demand Registration, in the priority listed below, up to the Maximum Demand Offering Size: (i) first, all Registrable Securities requested to be registered in the Demand Registration by the Demand Committee (allocated, if necessary with respect to Covered Persons, on a pro rata basis for the offering not to exceed the Maximum Demand Offering Size); and (ii) second, any securities proposed to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities any securities proposed to be included registered for the account of any other persons, with such priorities among them as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)determine.

Demand Registration. Subject to Sections 2.1(f(i) Any Holder that holds any Registrable Securities shall have the option and 2.2 hereofright, at any time after the date that is 180 days after the IPO Closing Date, each Holder may deliver to the Company exercisable by delivering a written notice to Triangle (a “Demand Notice,” and the Holder that delivers such a Demand Notice, the “Initiating Holder”), to require Triangle to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Notice”) informing Statement registering the Company offering and sale of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to be registered by the Company Rule 415 (a “Demand Registration”). Upon receipt The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration. Notwithstanding anything to the contrary herein, in no event shall Triangle be required to effectuate a Demand Registration Notice from a Holder requesting registration for Registrable Securities having an aggregate value of less than $30 million based on the VWAP of such Registrable Securities as of the lesser date of (i) two hundred thousand (200,000) Registrable Securities or the Demand Notice. (ii) all Within five Business Days of the receipt of the Demand Notice, Triangle shall give written notice of such Holder’s Registrable SecuritiesDemand Notice to all Holders and, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving thereafter, shall, subject to the Demand limitations of this Section 2(a), file a Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus Statement covering the resale all of the Registrable Securities on a delayed or continuous basis that the Holders shall in writing request (such request to be given to Triangle within three days of receipt of such notice of the “Demand Notice given by Triangle pursuant to this Section 2(a)(ii)) to be included in such Demand Registration Statement”), which complies as to form promptly as practicable as directed by the Initiating Holder in accordance with the terms and conditions of the Demand Notice and use all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand such Registration Statement to be declared become effective under the Securities Act and remain effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the Commission as soon as practicable. “Effectiveness Period”). (iii) Subject to Section 2.2 hereofthe other limitations contained in this Agreement, the Company agrees Triangle is not obligated hereunder to use commercially reasonable efforts to keep any effect (A) more than one Demand Registration Statement continuously effective in any 12 month period, (including the preparation B) more than a total of three Demand Registrations pursuant to this Agreement and filing of any amendments and supplements necessary for that purpose(C) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such a subsequent Demand Registration Statement, (ii) the date on which pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities covered held by the Holders providing such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) Notice shall have become effective under the Securities Act without volume limitations and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. (iv) Notwithstanding any other restrictions on transfer thereunderprovision of this Section 2(a), Triangle shall not be required to effect a registration or file a Registration Statement (or any amendment thereto) for a period of up to 60 days, if (A) the Board determines that a postponement is in the best interest of Triangle and its stockholders generally due to a pending transaction involving Triangle, (B) the Board determines such registration would render Triangle unable to comply with applicable securities laws or (C) the Board determines such registration would require disclosure of material information that Triangle has a bona fide business purpose for preserving as confidential (any such period, a “Blackout Period”); provided, however, that (i) in no event shall any Blackout Period together with any Suspension Period collectively exceed an aggregate of 120 days in any 12 month period, (ii) during any Blackout Period contemplated by Section 2(a)(iv)(B) or any Suspension Period, Triangle shall not engage in any transaction involving the offer, issuance, sale, or purchase of Triangle Securities (whether for the benefit of Triangle or a third Person), except transactions involving the issuance or purchase of Triangle Securities as contemplated by Triangle employee benefit plans or employee or director arrangements or in connection with the conversion or exercise of outstanding securities, including the Convertible Note, and (iii) during any Blackout Period contemplated by Section 2(a)(iv)(B) or (C) or any Suspension Period, Triangle shall not file a registration statement (or any amendment or supplement thereto) for any other holder of registration rights. (v) Triangle may include in any such Demand Registration other Triangle Securities for sale for its own account or for the date account of any other Person; provided that if the managing underwriter, if any, for the Underwritten Offering determines that the type or number of Triangle Securities proposed to be offered in such offering would likely have an adverse effect in any material respect on which the Holder price, timing or Holders consummate the sale of all distribution of the Registrable Securities registered under proposed to be included in such offering, the Registrable Securities to be sold by the Holders shall be included in such registration before any Triangle Securities proposed to be sold for the account of Triangle or any other Person. (vi) Subject to the limitations contained in this Agreement, Triangle shall effect any Demand Registration on Form S-3 (except if Triangle is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Demand Registration Statement. Notwithstanding shall be effected on another appropriate form for such purpose pursuant to the foregoingSecurities Act) and if Triangle becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional for any offering and selling of Registrable Securities then outstanding shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement equivalent or an existing shelf registration statement pursuant to Rule 462(b) successor form under the Securities Act (in which event the Company shall be deemed if available to have satisfied its registration obligation under this Section 2.1(a) with respect Triangle); provided, however, that if at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to Triangle that it intends to effect an offering of all or part of the Registrable Securities so includedincluded on such Registration Statement, so long Triangle will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (vii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), Triangle shall, (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, Triangle would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration statement remains effective and not (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of any stop order, injunction such Registrable Securities in accordance with the intended timing and method or other order methods of the Commission)distribution thereof.

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, at At any time after at least one hundred eighty (180) days following the date that is 180 days after Distribution, the IPO Closing Date, each Holder Stockholder may deliver to the Company submit a written notice (a “Registration Request for Demand Registration Notice”covering all or part of his Registrable Shares, which request must request registration of at least Two Hundred Fifty Thousand (250,000) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying Shares. The Registration Request shall state the number of Registrable Securities Shares to be registered by and the Company intended plan of distribution thereof. eCost shall be obligated to honor Registration Requests to register Registrable Shares pursuant to this Section 2 on a total of only two (“Demand Registration”)2) occasions. Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (iA request withdrawn pursuant to Subsection 2(c) two hundred thousand (200,000) Registrable Securities hereof or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities deemed to be included a Piggyback Registration pursuant to Subsection 2(d) hereof shall not be counted as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company a Registration Request. eCost shall be deemed to have satisfied its registration obligation under this Section 2.1 2 with respect to such Registrable Securities)a Registration Request if a registration statement filed pursuant to a Registration Request becomes effective under the Act and remains effective for the period required hereby, then or if the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt failure of such notice, a new registration statement and related prospectus covering the resale to become or remain effective results primarily from any action or inaction of the Registrable Securities on a delayed or continuous basis (Stockholder. Subject to the “Demand Registration Statement”)conditions and limitations of Section 4 hereof, which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to eCost will use commercially reasonable efforts to cause file a registration statement under the Act registering the Registrable Shares covered by a Registration Request within forty-five (45) days after it receives such Registration Request unless such Registration Request is withdrawn as permitted by Subsection 2(c) hereof. (b) The right to Demand Registration Statement is subject to the procedures in Section 4 hereof and the following additional conditions and limitations: (i) The Stockholder may withdraw the Stockholder's Registrable Shares from the Registration Request at any time prior to the time the registration statement becomes effective, provided that eCost may ignore a notice of withdrawal made within twenty-four (24) hours of the time the registration statement becomes effective. Following such a withdrawal, eCost shall not take any further action to register the withdrawn Registrable Shares, and shall not be declared effective obligated to register any Registrable Shares if the number of non-withdrawn Registrable Shares is less than Two Hundred Fifty Thousand (250,000) Shares. However, except as otherwise provided in Subsection 2(c) or (d) hereof, a Registration Request, once made, shall count as having been made for purposes of Subsection 2(a), unless it is withdrawn by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable Stockholder making such request within fifteen (15) days after having been made or it is withdrawn before eCost devotes any significant efforts to keep the preparation of the registration statement. (ii) Unless otherwise agreed to by eCost, any Demand Registration Statement continuously effective must relate to a firm commitment underwriting for which the managing underwriter shall be reasonably satisfactory to eCost (including the preparation and filing of any amendments and supplements necessary for that purposesuch satisfaction not to be withheld unreasonably) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date or a non-underwritten offering on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to a "shelf" basis in accordance with Rule 144 (or any successor provision) 415 under the Securities Act without volume limitations or other restrictions on transfer thereunder, or Act. (iii) eCost shall be permitted to use any registration form available to it for the registration of Registrable Shares, and shall not be obligated to include in the prospectus any information that may be incorporated by reference or that is not required to be included therein by the applicable registration form. (iv) No Registration Request may be made by the Stockholder if the amount of shares proposed to be sold could be sold by the Stockholder without limitation under Rule 144 under the Act. (c) Notwithstanding the foregoing, if eCost is aware at the time it receives a Registration Request that a registered public sale of Shares is being contemplated or is in the process of being prepared (except as provided in Section 7 hereof), it will notify the Stockholder of the relevant facts, and the Stockholder who joined such Registration Request shall have the right to withdraw the request by written notice given to eCost within ten (10) days after eCost's notice under this Subsection 2(c), in which case such Registration Request will be deemed not to have been made for purposes of Subsection 2(a). (d) For an additional ninety (90) days following the date on which the Holder or Holders consummate Stockholder may first submit a Registration Request for Demand Registration, eCost will be entitled to include Shares in any Demand Registration and to reduce the sale number of all Shares to be sold by the Stockholder thereunder to a minimum of twenty percent (20%), collectively, of the Registrable Securities registered under such Demand Registration Statementtotal offering plus any underwriters' over-allotment option. Notwithstanding the foregoingIf, as a result of this cutback procedure, the Company may at any time (includingnumber of Shares sold by the Stockholder in such offering constitutes less than the number of Shares requested to be registered by the Stockholder, without limitationthe registration would be treated as a Piggyback Registration under Section 3 below, prior to or after receiving and a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall Request will be deemed not to have satisfied its registration obligation under this Section 2.1(abeen made for purposes of Subsection 2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)hereof.

Demand Registration. Subject to Sections 2.1(f(i) and 2.2 hereof, at At any time after the date that is 180 days after expiration of the IPO Closing DateLock-Up Period, each any Holder may deliver shall have the option and right, exercisable by delivering a written notice to the Company a written notice (a “Demand Registration Notice”) informing ), to require the Company to, pursuant to the terms of such Holder’s desire and subject to have some or all the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of its Registrable Securities registered for resale and specifying the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to be registered by the Company Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). Upon receipt The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration Notice from a Holder requesting registration of unless the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included therein have an aggregate value, based on the VWAP as part of an existing shelf registration statement and related prospectus that the date of the Demand Notice, of at least $25 million (the “Minimum Amount”). (ii) Within fifteen Business Days after the receipt of the Demand Notice (except if the Company is not then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject eligible to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the register for resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”Form S-3, within forty-five days thereof), which complies as the Company shall, subject to form the limitations of this Section 2(a), file a Registration Statement in all material respects accordance with applicable Commission rules providing for the sale by such Holder or group terms and conditions of Holders of such Registrable Securitiesthe Demand Notice. The Company agrees (subject to Section 2.2 hereof) to shall use all commercially reasonable efforts to cause the Demand such Registration Statement to be declared become and remain effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the Commission as soon as practicable. “Effectiveness Period”). (iii) Subject to Section 2.2 hereofthe other limitations contained in this Agreement, the Company agrees is not obligated hereunder to use commercially reasonable efforts to keep any effect (A) a Demand Registration Statement continuously effective (including within 90 days after the preparation and filing closing of any amendments and supplements necessary for that purposeUnderwritten Offering or (B) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such a subsequent Demand Registration Statement, (ii) the date on which pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities covered held by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) the Initiating Holder shall have become and remains effective under the Securities Act without volume limitations and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or other restrictions on transfer thereunder, methods of distribution thereof specified in the Demand Notice. (iv) A Holder may withdraw all or (iii) any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the date on which effectiveness of the applicable Registration Statement. Upon receipt of a notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Shares from the Demand Registration such that the remaining amount of Registrable Shares to be included in the Demand Registration is below the Minimum Amount, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. (v) The Company may include in any such Demand Registration other Company Securities for sale for its own account or Holders consummate for the sale account of all any other Person, subject to Section 2(c)(iii). (vi) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the Registrable Securities registered under such in accordance with the intended method or methods of disposition specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration Statement. Notwithstanding the foregoing, the Company may at for any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional offering and selling of Registrable Securities then outstanding shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement equivalent or an existing shelf registration statement pursuant to Rule 462(b) successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in which event order to enable such offering to take place. (vii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be deemed prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to have satisfied its register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration obligation under this Section 2.1(aand (2) with respect such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities so includedsubject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (viii) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, so long at the request of such Holder, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such registration statement remains transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall the Company be required to file a post-effective and not amendment to the subject of any stop orderRegistration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, injunction or other order Affiliates of the Commission)Holder or transferees of the Holder or (B) the Company has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder.

Demand Registration. Subject In the event the Company has not caused to Sections 2.1(fbe filed a Registration Statement as provided in Section 2(a) and 2.2 within six (6) months from the date hereof, Holder shall have the right, at any time and from time to time after the date that is 180 days after the IPO Closing Datesuch six (6) month period, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus demand that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand a Registration Notice, but in no event more than sixty (60) days following receipt of such notice, Statement or an amendment to a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules Statement providing for the sale registration under the Securities Act of the Shares to be issued to Holder to the extent allowed by applicable regulations and the resale by the Holder of all Registrable Securities, or, in the event the Company has filed a Registration Statement as provided in Section 2(a) within six (6) months from the date hereof, but such Registration Statement has not been declared effective by the SEC, Holder shall have the right at any time and from time to time after January 1, 1998, to demand that the Company cause to be filed a Registration Statement or group an amendment to a Registration Statement providing for the registration under the Securities Act of Holders the Shares to be issued to Holder and the resale by the Holder of all Registrable Securities; provided, however, if at the time of such Registrable Securitiesdemand, the Shares have been issued, such Registration Statement shall only relate to sales by Holder. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable its best efforts to keep any Demand such Registration Statement continuously effective (including under the preparation and filing of any amendments and supplements necessary Securities Act for that purpose) until the earlier of (i) a period expiring on the date that is two (2) years after from the date of effectiveness the last issuance of such Demand any Shares and further agrees to supplement or amend the Registration Statement, (ii) if and as required by the date on which all of rules, regulations or instructions applicable to the Registrable Securities covered registration form used by the Company for such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under by the Securities Act without volume limitations or by any other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under rules and regulations thereunder for such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. (a) Subject to Sections 2.1(f) and 2.2 hereofthe conditions of this Section 2.1, if at any time after March 13, 2018, the Company shall receive a written request from a Holder or group of Holders that the Company register under the Securities Act Shares with an aggregate value (based on the SC Trading Average) of at least $1 million as of the date of such request (a “Demanding Holder”) then the Company shall, subject to the limitations of this Section 2.1, effect, as promptly as reasonably practicable, the registration under the Securities Act of all Registrable Securities that is 180 the Holder requests to be registered. Any such requested registration shall hereinafter be referred to as a “Demand Registration” and any such registration statement filed with the SEC shall be referred to as a “Demand Registration Statement.” (b) If a demanding Holder so elects, an offering of Registrable Securities pursuant to a Demand Registration shall be in the form of an underwritten offering. Such demanding Holder shall have the right to select the managing underwriter or underwriters to administer the offering; provided such managing underwriter or underwriters shall be reasonably acceptable to the Company. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) after the Company has effected two (2) registrations pursuant to this Section 2.1, and each of such registrations has been declared or ordered effective and kept effective by the Company as required by Section 2.4(a) of this Agreement, (ii) with respect to a registration of Registrable Securities during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the launch date of, and ending on a date ninety (90) days after the IPO Closing Dateclosing date of, each a Company-initiated registered offering of equity securities or securities convertible into or exchangeable for equity securities; provided that the Company is actively employing in good faith all commercially reasonable efforts to launch such registered offering, (iii) during any Scheduled Black-out Period, (iv) if the Company has notified the Holder may deliver that in the good faith judgment of the Company, it would be materially detrimental to the Company or its securityholders for such registration to be effected at such time, or (v) if the filing or initial effectiveness of a Demand Registration Statement at any time would require the Company to make disclosure of any event that the board of directors of the Company determines would not be in the best interests of the Company and its shareholders due to a pending transaction, investigation or other event, including any public disclosure of material non-public information, where such disclosure would, at that time, materially adversely affect the Company and its shareholders; provided, further that in the case of clauses (ii), (iv) or (v), 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 Holder; provided that such right to delay a request shall be exercised by the Company for not more than two (2) periods in any twelve (12) month period and not more than ninety (90) days in the aggregate in any twelve (12) month period. (d) Promptly upon receipt of any request for a Demand Registration pursuant to Section 2.1(a) (but in no event more than five (5) Business Days thereafter), the Company shall deliver a written notice (a “Demand Registration Notice”) informing of any such registration request to all other Holders of Registrable Securities, and the Company of shall include in such Holder’s desire to have some or Demand Registration all of its Registrable Securities registered with respect to which the Company has received written requests for resale and specifying inclusion therein within ten (10) Business Days after the number date that the Demand Notice has been delivered. All requests made pursuant to this Section 2.1(d) shall specify the aggregate amount of Registrable Securities to be registered by and the Company intended method of distribution of such securities. (“Demand Registration”). Upon receipt e) If the managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities included in a Demand Registration Notice from a Holder requesting registration advise the board of directors of the lesser Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration shall be: (i) two hundred thousand (200,000) first, up to 100% of the Registrable Securities that the demanding Holder proposes (or Holders propose) to include in the Demand Registration; (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect, with such number to be allocated pro rata among the other Holders that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such other Holder (provided that any securities thereby allocated to any such other Holder that exceed such other Holder’s request shall be reallocated among the remaining requesting Holders in like manner); and (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included, the number of securities that the Company proposes to include in such registration that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. (f) Any registration pursuant to this Section 2.1 may be required by the demanding Holders to be effected by means of a shelf registration statement filed with the SEC if the Company qualifies to file using either (i) Form F-3 or S-3 or (ii) all of such Holder’s Registrable Securities, if any successor form or other appropriate form under the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject Act (a “Shelf Registration Statement”) relating to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale all of the Registrable Securities on a delayed or continuous basis (in accordance with the “Demand methods and distribution set forth in the Shelf Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for Statement and Rule 415 under the sale by such Holder or group of Holders of such Registrable SecuritiesSecurities Act. The Company agrees (subject to Section 2.2 hereof) to shall use its commercially reasonable efforts to cause the Demand any Shelf Registration Statement to be declared effective remain effective, including by filing extensions of the Commission as soon as practicableShelf Registration Statement, until the termination of the period contemplated in Section 2.6. Subject to Section 2.2 hereof, the The Company agrees to shall use commercially its reasonable best efforts to keep any Demand such Shelf Registration Statement continuously effective (including under the preparation and filing of any amendments and supplements necessary for that purpose) Securities Act in order to permit the prospectus forming a part thereof to be usable by Holders until the earlier of (i) the date that is two (2) years after the date as of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration have been sold pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Shelf Registration Statement or an existing shelf another registration statement pursuant to Rule 462(b) filed under the Securities Act (but in which no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) and (ii) until the termination of the period contemplated in Section 2.6. (g) If the continued use of such Shelf Registration Statement at any time would require the Company to make disclosure of any event that the Board of Directors of the Company determines would not be in the best interests of the Company and its shareholders due to a pending transaction, investigation or other event, including any public disclosure of material non-public information, where such disclosure would, at that time, materially adversely affect the Company and its shareholders, the Company may, upon giving at least ten (10) days’ prior written notice of such action to the Holders, suspend all Holders’ ability to use the Shelf Registration Statement (a “Shelf Suspension”); provided that the Company shall not be deemed permitted to have satisfied its registration obligation under this Section 2.1(aexercise a Shelf Suspension for more than two (2) periods in any twelve (12) month period and not more than ninety (90) days in the aggregate in any twelve (12) month period. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable prospectus in connection with respect any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders upon the termination of any Shelf Suspension, amend or supplement the prospectus, if necessary, so it does not contain any material untrue statement or omission and furnish to the Registrable Securities so included, so long as Holders such registration statement remains effective and not the subject numbers of any stop order, injunction or other order copies of the Commission)prospectus as so amended or supplemented as the Holders may reasonably request.

Demand Registration. Subject (i) At any time on or after the ------------------- Commencement Date, but prior to Sections 2.1(fthe Expiration Date, the Holders of a number of Warrants or the holders of Warrant Shares equivalent to at least a majority of the total of (1) and 2.2 all Warrant Shares then subject to purchase upon exercise of the Warrants pursuant to Section 2(a) hereof, at any time and (2) all Warrant Shares then outstanding have the right hereunder to make a written request to the Company to effect one registration (a "Demand Registration") under the Securities Act of the Warrant Shares. Within 20 days after the receipt of such written request for a Demand Registration, the Company shall notify the Holders of all Warrants and the holders of all Warrant Shares that a Demand Registration has been requested. In addition, the Company shall (1) prepare, file with the Commission and use its best efforts to cause to become effective under the Securities Act within 150 days of such demand a Registration Statement with respect to such Warrant Shares, and to prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement and (2) keep such Registration Statement continuously effective until the earlier to occur of (A) the date that is 60 days after such effectiveness (the "Effectiveness Period") and (B) such period of time as all of the Warrant Shares included in such Registration Statement shall have been sold thereunder. Any such request will specify the number of Warrant Shares proposed to be sold and will also specify the intended method of disposition thereof. Within 30 days after receipt by any Holder of Warrants or holder of Warrant Shares of such notice from the Company, such Holder or holder may request in writing that such Holder's or holder's Warrant Shares be included in such Registration Statement and the Company shall include in such Registration Statement the Warrant Shares of any such Holder or holder requested to be so included, provided that, with respect to any Holder of Warrants, such Warrants are duly and timely exercised with respect to the Warrant Shares requested to be registered (the "Included Shares"). Each such request by such other Holders or holders shall specify the number of Included Shares proposed to be sold and the intended method of disposition thereof. (ii) If such a requested registration occurs during the "lock up" or "black out" period (not to exceed 180 days) imposed on the Company pursuant to or in connection with any underwriting or purchase agreement relating to an underwritten Rule 144A or registered public offering of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock, the Company shall not be required to so notify holders of Warrants and Warrant Shares and file such Demand Registration Statement prior to the end of such "lock up" or "black out" period, in which event the Company will use its best efforts to cause such Demand Registration Statement to become effective no later than the later of (1) 150 days after such demand or (2) 30 days after the IPO Closing Dateend of such "lock up" or "black out" period. In the event of any "lock up" or "black out" period or any underwriting or other purchase agreement, each Holder may deliver to the Company shall so notify the holders of Warrants and Warrant Shares. (iii) A Registration Statement shall not be deemed to have been effected as a written notice (a “Demand Registration Notice”Statement unless it shall have been declared effective by the Commission, no later than the later of (1) informing 150 days after the request for a Demand Registration or (2) 30 days after the end of any "lock up" or "black out" period described in the preceding paragraph, and the Company of such Holder’s desire to have some or has complied in all material respects with all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand obligations under this Warrant with respect thereto; provided, however, that if, after such Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company Statement has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective bybecome effective, the Commission and which remains in effect and not offering of Warrant Shares pursuant to such Registration Statement is or becomes the subject to of any stop order, injunction or other order or requirement of the Commission (or any other governmental, judicial or administrative order or requirement that prevents, restrains or otherwise limits the sale of the Warrant Shares pursuant to such Registration Statement for any reason not attributable to any Selling Holder participating in which event the Company such registration, and such Registration Statement has not become effective within a reasonable time period thereafter, such Registration Statement shall be deemed not to have satisfied its been effected. If (1) a registration obligation under requested pursuant to this Section 2.1 with respect 14(a) is deemed not to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the have been effected or (2) a Demand Registration Notice, but in no event more than sixty does not remain effective under the Securities Act until at least the earlier of (60A) an aggregate of 60 days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 14(c) hereof) to use commercially reasonable efforts to cause after the Demand Registration Statement to be declared effective date thereof or (B) the consummation of the distribution by the Commission as soon as practicable. Subject to Section 2.2 hereofSelling Holders of all of the Warrant Shares covered thereby, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of then such Demand Registration shall not count towards determining if the Company has satisfied its obligation to effect one Demand Registration pursuant to this Section 14(a). For purposes of calculating the 60-day period referred to in the preceding sentence, any period of time during which such Registration Statement was not in effect shall be excluded. The holders of Warrant Shares shall be permitted to withdraw all or any part of such Warrant Shares from a Demand Registration. Notwithstanding any such withdrawal by a holder of Warrant Shares, if the Company has complied with all of its obligations hereunder and has effected a Demand Registration within 150 days after the request for a Demand Registration, such withdrawal shall not require the Company to effect any additional Demand Registrations. (iv) Each Holder of Warrants and Warrant Shares whose Warrant Shares are covered by a Registration Statement filed pursuant to this Section 14(a) and are to be sold thereunder agrees, if and to the extent reasonably requested by the managing underwriter or underwriters in an underwritten public offering of such Warrant Shares, not to effect any public sale or distribution of Warrant Shares or of securities of the Company of the same class as any securities included in such Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for including a sale without registration pursuant to Rule 144 (except as part of such underwritten offering), during the 30-day period prior to, and during the 180-day period beginning on, the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or such managing underwriter or underwriters. The foregoing provisions of Section 14(a)(iv) shall not apply to any successor provision) under the Securities Act without volume limitations Holders of Warrant Shares if such Holder is prevented by applicable statute or other restrictions regulation from entering into any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of any Warrant Shares commencing on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the of sale of all such Warrant Shares unless it has provided 45 days' prior written notice of such sale or distribution by the managing underwriter or underwriters. (v) If a majority of the Registrable Securities holders of the Warrant Shares to be registered under so elect, the offering of such Warrant Shares pursuant to such Demand Registration Statementshall be in the form of an underwritten offering. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a The holders making such Demand Registration Notice from a Holder)shall select one or more nationally recognized firms of investment bankers, who shall be reasonably acceptable to the Company, to act as the managing underwriter or underwriters in its sole discretionconnection with such offering and shall select any additional investment bankers and managers to be used in connection with the offering. (vi) The Company will pay all Registration Expenses (as hereinafter defined) in connection with the registration requested pursuant to Section 14(a) hereof. Each holder of Warrant Shares being registered shall pay all underwriting discounts and commissions and transfer taxes, include all additional Registrable Securities then outstanding if any, relating to the sale or any portion thereof in any registration statement, including by virtue disposition of adding such Registrable Securities as additional securities holder's Warrant Shares pursuant to a Demand Registration Statement or an existing shelf registration statement requested pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission14(a).

Demand Registration. Subject to Sections 2.1(f(i) and 2.2 hereof, A Holder or Holders may request (at any time and from time to time, after the date that is 180 days after the IPO Closing Date, each Holder may deliver Company completes an IPO) by written notice delivered to the Company a written that the Company register under the Securities Act all or any portion of the Registrable Securities then held by such Holder or Holders and their affiliates for sale in the manner specified in such notice (a “Demand Registration Notice”) informing the Company of including, but not limited to, in an underwritten public offering). In each such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying case, such notice shall specify the number of Registrable Securities for which registration is requested and the proposed manner of disposition of such securities. Within ten (10) Business Days after receipt of such notice, the Company shall notify the Holder(s) requesting registration of (A) the proposed filing date of the registration statement and (B) such other information concerning the offering as any Holder may have reasonably requested. If any Holder(s) shall have requested that such offering be underwritten, the managing underwriter for such offering shall be chosen by such Holders, with the consent of the Company (which consent shall not be unreasonably withheld or delayed), not less than thirty (30) days prior to the proposed filing date stated in the Company’s notice. On or before the thirtieth (30th) day prior to such anticipated filing date, any Holder may give written notice to the Company and the managing underwriter specifying (A) the number of shares of Registrable Securities of such Holder that are to be included in the underwriting and/or (B) the number of shares of Registrable Securities of such Holder that are to be registered pursuant to such registration statement and sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings in reasonably similar circumstances, regardless of the method of disposition originally specified in the applicable request for registration. Notwithstanding anything to the contrary contained herein, the obligation of the Company to file a shelf registration statement shall be subject to the terms of any lockup agreement applicable to the Company under the terms of the underwriting agreement entered into in connection with the initial public offering of Common Stock by the Company. (ii) The Company shall use all commercially reasonable efforts to file with the SEC within forty-five (“Demand Registration”). Upon 45) days (thirty (30) days if the Company may use a Registration Statement on Form S-3 to register such Registrable Securities) after the Company’s receipt of a Demand Registration Notice written notice from a Holder requesting or Holders pursuant to Section 2(a)(i), a registration statement for the public offering and sale, in accordance with the method of disposition specified by such Holder(s), of the lesser number of (i) two hundred thousand (200,000) Registrable Securities or (ii) specified in such notice, and thereafter use all of commercially reasonable efforts to cause such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared to become effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Noticepracticable, but in no any event more than within sixty (60) days following receipt of such notice, a new after its filing. Such registration statement may be on Form S-1 or another appropriate form (including Form S-3) that the Company is eligible to use and related prospectus covering that is reasonably acceptable to the resale of managing underwriter, if any. (iii) If the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) is required to use commercially reasonable efforts to cause register Registrable Securities in a registration initiated upon the Demand Registration Statement demand of a Holder or Holders pursuant to Section 2(a)(i) of this Agreement and the managing underwriters for such offering advise the Company in writing (with a copy to the Holder(s) demanding the registration) that the inclusion of all Registrable Securities and other securities sought to be declared effective registered may interfere with an orderly sale and distribution of or may materially adversely affect the price of such offering, then the Company will include in such offering (x) first, the aggregate number of Registrable Securities requested to be included by the Commission as soon as practicable. Subject Holder(s) pursuant to Section 2.2 hereof2(a)(i) which the managing underwriters advise will not likely have such effect, allocated pro rata based on the number of such Registrable Securities duly requested to be included in such registration, (y) second, the Registrable Securities sought to be included in such registration pursuant to Article 3, allocated pro rata based on the number of such Registrable Securities duly requested to be included in such registration and (z) third, all other securities requested to be included in such registration. (iv) Upon the demand of a Holder or Holders made at any time and from time to time, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously will facilitate a “takedown” of shares of Common Stock off of an effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date shelf registration statement on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 Form S-3 (or any successor provisionform thereto). (v) under Upon the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the demand of a Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoingHolders, the Company may at any time (including, without limitation, prior will file and seek the effectiveness of a post-effective amendment to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement on Form S-3 (or any successor form thereto) in order to register up to the number of shares previously taken down off of such shelf by such Holder(s) and not yet “reloaded” onto such shelf registration statement. The Holder(s) and the Company will consult and coordinate with each other in order to accomplish such replenishments from time to time in a sensible manner. (b) No registration of Registrable Securities under this Article 2 shall relieve the Company of its obligation to effect registrations of Registrable Securities pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)Article 3.

Demand Registration. Subject to Sections 2.1(f) and 2.2 hereof, at At any time ninety (90) days after the date hereof, the holders of a majority of the Registrable Securities then outstanding may request registration under the Securities Act of all of the Registrable Securities that is 180 days after the IPO Closing Dateare not then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, each Holder may deliver to on Form S-3 or any other form for which the Company a written notice (a “Demand Registration Notice”) informing then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the resale by the Holders of such Holder’s desire to have some or all of its the Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (each, a “Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securitiesrequest, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, promptly (but in no event more later than sixty twenty (6020) calendar days following after receipt of such notice, a new registration statement and related prospectus covering the resale request) deliver notice of the such request to all other holders of Registrable Securities on a delayed or continuous basis who shall then have ten (10 calendar days from the “Demand Registration Statement”), which complies as date such notice is given to form notify the Company in all material respects with applicable Commission rules providing for the sale by writing of their desire to be included in such Holder or group of Holders of such Registrable Securitiesregistration. The Company agrees shall (subject i) use its commercially reasonable efforts to Section 2.2 hereofmake the initial filing of the Registration Statement within ninety (90) to calendar days after the date on which the initial request is given (ii) use its commercially reasonable efforts to cause the Demand such Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereofpracticable thereafter, the Company agrees to and (iii) use its commercially reasonable efforts to keep any Demand such Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all securities under such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement filed hereunder shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) that “Plan of Distribution” in substantially the form attached hereto as Annex A. Notwithstanding the foregoing, in the event that the staff (the “Staff”) of the Commission should limit the number of Registrable Securities covered by such Demand that may be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement are eligible for sale without such number of Registrable Securities as specified by the Commission on behalf of all of the holders of Registrable Securities on a pro rata basis among the holders thereof. In such event, the Company shall give the Holders prompt notice of the number of Registrable Securities excluded therefrom. The Company shall not be required to effect a registration pursuant to Rule 144 Form S-3 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on form for which the Holder Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the resale by the Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding Securities) more than two times for the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue holders of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)group.

Demand Registration. Subject to Sections 2.1(f) and 2.2 hereof, at any time after Commencing on the date that is 180 days after the IPO Closing Date, the holders of at least sixty-six and two-thirds percent (662/3%) of the aggregate number of the Shares into which the Notes are or may be convertible (the “Registrable Securities”) shall have the right to request registration under the Securities Act for all or any portion of the Registrable Securities upon the terms and conditions set forth in this Section 1(a). Promptly after receipt of a request for registration pursuant to this Section 1(a) the Company shall notify each registered holder of the Registrable Securities (a “Holder”) in writing of such request for registration except to the extent that such Holder’s Registrable Securities were included in the demand. Upon receipt of such notice from the Company (the “Company Notice”), the Holder or the Holder’s agent may deliver to give the Company a written notice (a “Demand request to register all or some of the Holder’s Shares in the Registration Notice”) informing Statement described in the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration StatementNotice”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for provided that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, Notice is given within ten (ii10) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) days after the date on which the Holder or Holders consummate Company Notice is given (with such request stating (i) the sale amount of all Shares to be included and (ii) any other information reasonably requested by the Company to properly effect the registration of such Shares). The Company shall, as soon as practicable after the date on which the Company Notice is given, use reasonable commercial efforts to file a Registration Statement with the Securities and Exchange Commission (the “SEC”) covering the Shares specified in the Demand Notice and in any written request from any other Purchaser received by the Company within ten (10) days of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, date on which the Company may at any time (including, without limitation, prior Notice is given and will use reasonable commercial efforts to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand cause the Registration Statement or an existing shelf to become effective. No right to registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation of Shares under this Section 2.1(a1(a) with respect shall be construed to the Registrable Securities so included, so long as such limit any registration statement remains effective and not the subject of any stop order, injunction or other order required under Section 1(b) hereof. The obligations of the Commission)Company under this Section 1(a) shall expire after the Company has afforded the Holders the opportunity to exercise registration rights under this Section 1(a) for one registration.

Demand Registration. Subject to Sections 2.1(f(i) and 2.2 hereof, at At any time after the date that is 180 days after expiration of the IPO Closing DateLock-Up Period, each any Sponsoring Holder may deliver shall have the option and right, exercisable by delivering a written notice to the Company a written notice (a “Demand Registration Notice”) informing ), to require the Company to, pursuant to the terms of such Holder’s desire and subject to have some or all the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of its Registrable Securities registered for resale and specifying the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to be registered by the Company Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). Upon receipt The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration Notice from a Holder requesting registration unless the Registrable Securities of the lesser Holders to be included therein after compliance with Section 2(a)(ii) have an aggregate value, based on the VWAP as of the date of the Demand Notice, of at least $50 million (i) two hundred thousand (200,000) Registrable Securities or the “Minimum Amount”). (ii) all Within five Business Days (or if the Registration Statement will be a Shelf Registration Statement, within two Business Days) after the receipt of the Demand Notice, the Company shall give written notice of such Holder’s Registrable SecuritiesDemand Notice to all Holders and, within 30 days after receipt of the Demand Notice (except if the Company has is not already caused such then eligible to register for resale the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file withForm S-3, and in which has been declared effective bycase, the Commission and which remains in effect and not within 90 days thereof), shall, subject to any stop orderthe limitations of this Section 2(a), injunction or other order or requirement file a Registration Statement in accordance with the terms and conditions of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale which Registration Statement shall cover all of the Registrable Securities on a delayed or continuous basis (that the “Holders shall in writing request to be included in the Demand Registration (such request to be given to the Company within three Business Days (or if the Registration Statement will be a Shelf Registration Statement”, within one Business Day) after receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities). The Company agrees (subject to Section 2.2 hereof) to shall use commercially reasonable best efforts to cause the Demand such Registration Statement to be declared become and remain effective by under the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) Securities Act until the earlier of (iA) the date that 180 days (or two years if a Shelf Registration Statement is two (2requested) years after the date of effectiveness of such Demand Registration Statement, Effective Date or (iiB) the date on which all of the Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Holders refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company or the Company pursuant to this Agreement. (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration Statement are eligible within 90 days after the closing of any Underwritten Offering, (B) more than a total of three Demand Registrations for sale without registration pursuant to Rule 144 which GSO (or any successor provisiontransferee thereof in accordance with Section 9(e)) under is the Securities Act without volume limitations or other restrictions on transfer thereunder, Initiating Holder or (iiiC) the date on which the Holder or Holders consummate the sale of a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities registered held by the Initiating Holder shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. (iv) A Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Notwithstanding Upon receipt of a notice from the foregoingInitiating Holder that the Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or a notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Securities such that the remaining amount of Registrable Securities to be included in the Demand Registration is below the Minimum Amount, the Company may at any time (including, without limitation, prior shall cease all efforts to or after receiving secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration Notice from with respect to the Initiating Holder for purposes of Section 2(a)(iii) unless (A) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (B) the withdrawal is made following the occurrence of a HolderMaterial Adverse Change or pursuant to the Company’s request for suspension pursuant to Section 3(o). (v) The Company may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person, subject to Section 2(a)(vi) and Section 2(c)(iii). (vi) In the case of a Demand Registration not being underwritten, if the Initiating Holder advises the Company that in its sole discretionreasonable opinion the aggregate number of securities requested to be included exceeds the number that can be included without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Company shall include in such Demand Registration only that number of securities that in the reasonable opinion of the Initiating Holder will not have such adverse effect, with such number to be allocated as follows: (A) first, pro-rata among all additional Holders (including the Initiating Holder) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then outstanding or any portion thereof in any registration statementheld by each such Holder, including by virtue of adding such Registrable Securities as (B) second, if there remains availability for additional securities to be included in such Demand Registration, the Company, and (C) third, if there remains availability for additional securities to be included in such Demand Registration, any other holders entitled to participate in such Demand Registration, if applicable, based on the relative number of securities such Holder is entitled to include in such Demand Registration. (vii) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, eligible to file a Shelf Registration Statement or an existing shelf registration statement Statement, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to Rule 462(b) a Shelf Registration Statement; provided further that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in which event order to enable such offering to take place. (viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be deemed prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to have satisfied its register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration obligation under this Section 2.1(aand (2) with respect such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities so includedsubject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (ix) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, so long at the request of such Holder, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such registration statement remains transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall the Company be required to file a post-effective and not amendment to the subject of any stop orderRegistration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, injunction or other order Affiliates of the Commission)Holder or transferees of the Holder or (B) the Company has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder.

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, Holders holding at any time after least 20% of the date that is 180 days after Registrable Securities (the IPO Closing Date, each Holder “Requesting Holders”) may deliver to the Company make a written notice (a “Demand Registration Notice”) informing request for registration under the Company Securities Act on Form S-3 of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number an amount of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of not less than the lesser of (i) two hundred thousand (200,000) Registrable Securities 5% of the then outstanding Common Stock or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus (a “Demand Registration”); provided that the Company then has on file with, and which has been declared effective by, shall not be obligated to effect more than one Demand Registration in any 12-month period from the Commission and which remains in effect and not subject date of written request for registration or more than an aggregate of four Demand Registrations pursuant to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities2(a), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following . Upon receipt of such noticea request, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to will use commercially reasonable best efforts to cause effect the registration provided the Company is then eligible to use Form S-3. A registration will not count as a Demand Registration Statement until the registration statement filed pursuant to be such Demand Registration has been declared effective by the Commission as soon as practicableand remains effective for the period specified in Section 4(b). Subject The Requesting Holders shall have the right to review the registration statement to be filed pursuant to this Section 2.2 hereof2 before it is filed with the Commission. (b) If the Requesting Holders so elect, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing offering of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities pursuant to a Demand Registration Statement shall be in the form of an underwritten offering. The Requesting Holders shall select a nationally recognized investment banking firm or an existing shelf firms to manage any such underwritten offering; provided that such managing underwriters must be reasonably satisfactory to the Company. (c) Neither the Company or any of its security holders (other than the Holders with respect to their Registrable Securities) shall be entitled to include any of the Company’s securities in a registration statement pursuant initiated as a Demand Registration under Section 2(a) without the consent of the Requesting Holders. (d) Notwithstanding anything to Rule 462(bthe contrary in this Agreement, the Company’s obligation under Section 2(a) under to file a registration statement, or cause such registration statement to become and remain effective, shall be suspended, at the Securities Act option of the Company, for a period not to exceed 60 days in a 24-month period if the Company determines in its good faith judgment that (i) there exists at the time material non-public information relating to the Company that it deems inadvisable to disclose publicly, or (ii) an event has occurred or a condition exists that results in which a registration statement’s misstating or omitting a material fact. In the event such material non-public information is later disclosed, or the registration statement no longer misstates or omits a material fact, the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to promptly notify the Holders of Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)Company’s obligations under Section 2(a) shall be reinstated.

Demand Registration. Subject to Sections 2.1(f(i) and 2.2 hereof, at At any time after the date that is 180 days after expiration of the IPO Closing DateLock-Up Period, each any Holder may deliver shall have the option and right, exercisable by delivering a written notice to the Company a written notice (a “Demand Registration Notice”) informing ), to require the Company to, pursuant to the terms of such Holder’s desire and subject to have some or all the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of its Registrable Securities registered for resale and specifying the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to be registered by the Company Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). Upon receipt The Demand Notice must include such information regarding the Holder, the number of a Registrable Securities that the Initiating Holder intends to include in such Demand Registration Notice from a Holder requesting and the intended methods of disposition thereof as shall be required to effect the registration of the lesser sale of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such the Holder’s Registrable Securities. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities of the Holders and their respective Affiliates to be included therein have an aggregate value, based on the VWAP as of the date of the Demand Notice, of at least $35 million (the “Minimum Amount”). (ii) Within fifteen Business Days after the receipt of the Demand Notice (except if the Company has is not already caused such Registrable Securities then eligible to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the register for resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”Form S-3, within forty-five days thereof), which complies as the Company shall, subject to form the limitations of this Section 2(a), file a Registration Statement in all material respects accordance with applicable Commission rules providing for the sale by such Holder or group terms and conditions of Holders of such Registrable Securitiesthe Demand Notice. The Company agrees (subject to Section 2.2 hereof) to shall use all commercially reasonable efforts to cause the Demand such Registration Statement to be declared become and remain effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the Commission as soon as practicable. “Effectiveness Period”). (iii) Subject to Section 2.2 hereofthe other limitations contained in this Agreement, the Company agrees is not obligated hereunder to use commercially reasonable efforts to keep any effect (A) a Demand Registration Statement continuously effective (including within 90 days after the preparation and filing closing of any amendments and supplements necessary for that purposeUnderwritten Offering or (B) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such a subsequent Demand Registration Statement, (ii) the date on which pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities covered held by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) the Initiating Holder shall have become and remains effective under the Securities Act without volume limitations and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or other restrictions on transfer thereunder, methods of distribution thereof specified in the Demand Notice. (iv) A Holder may withdraw all or (iii) any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the date on which effectiveness of the applicable Registration Statement. Upon receipt of a notice from the Initiating Holder that the Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or a notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Shares such that the remaining amount of Registrable Shares to be included in the Demand Registration is below the Minimum Amount, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. (v) The Company may include in any such Demand Registration other Company Securities for sale for its own account or Holders consummate for the sale account of all any other Person, subject to Section 3(c)(iii). (vi) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the Registrable Securities registered under such in accordance with the intended method or methods of disposition specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration Statement. Notwithstanding the foregoing, the Company may at for any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional offering and selling of Registrable Securities then outstanding shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement equivalent or an existing shelf registration statement pursuant to Rule 462(b) successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in which event order to enable such offering to take place. (vii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be deemed prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to have satisfied its register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration obligation under this Section 2.1(aand (2) with respect such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities so includedsubject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (viii) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, so long at the request of such Holder, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such registration statement remains transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall the Company be required to file a post-effective and not amendment to the subject of any stop orderRegistration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, injunction or other order Affiliates of the Commission)Holder or transferees of the Holder or (B) the Company has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder.

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, at At any time after the date that is 180 days Closing Date but before three (3) years after the IPO Closing Date, each Holder may deliver the Holders shall have the right, by written notice delivered to the Company (such notice, a written notice “Demand Notice”), to require the Company to register (the “Demand Registration”) under the Securities Act not less than 20% and up to 100% of the Registrable Securities. The Demand Notice must set forth the number of Registrable Securities that Holders delivering the Demand Notice intend to include in such Demand Registration and the intended methods of disposition thereof. The number of Demand Registrations pursuant to this Section 2(a) shall not exceed two (2). (b) The Company shall file each Registration Statement prepared in connection with a Demand Registration within ninety (90) days of the date on which the Company received the Demand Notice and shall use its commercially reasonable efforts to cause the same to be declared effective by the SEC within one hundred eighty (180) days of the date on which the Company received the Demand Notice and prepare and file with the SEC a Prospectus that will be available for resales by the Holders of Registrable Securities. The Company shall keep the Demand Registration effective for a period of ninety (90) days, or six (6) months (the “Effectiveness Period”) if a Demand Registration is requested to be a shelf registration (a “Demand Registration NoticeShelf Registration”) informing from the Company date on which the SEC declares such Registration Statement effective or such shorter period which will terminate upon the distribution of such Holder’s desire to have some or all of its Registrable Securities registered pursuant to such Registration Statement. (c) Subject to the conditions set forth in Section 2(a) hereof, the Holders may, at any time, make a written request for resale and specifying a Demand Registration. All requests made pursuant to this Section 2 will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof. If the Holders intend to distribute the Registrable Securities covered by the request by means of a registered public offering involving an underwriting, then the Demand Notice shall so state. In such event, the Company shall designate a managing underwriter; provided, however, that such designated managing underwriter shall be reasonably acceptable to the Holders delivering the Demand Notice. The Company and the Holders shall enter into an underwriting agreement in customary form with such underwriter; provided, however, that such underwriting agreement shall be reasonably acceptable to the Company. (“d) Notwithstanding the foregoing provisions of this Section 2, (i) the Company shall not be obliged to effect a Demand Registration”). Upon Registration pursuant to this Section 2 if a Registration Statement was previously filed as a result of a request pursuant to this Section 2 within a period of one hundred twenty (120) days of the Company’s receipt of the Demand Notice; (ii) the Company shall not be obliged to effect a subsequent Demand Registration with respect to any Registrable Securities pursuant to this Section 2 if a Registration Statement covering all of such requested Registrable Securities shall have become and remains effective under the Securities Act; (iii) if the Company has issued and sold to the public, pursuant to a registration statement filed under the Securities Act, any of its securities within three (3) months prior to the date of its receipt of a Demand Registration Notice from a Holder requesting pursuant to this Section 2 and the Company’s investment banker has advised the Company in writing that the registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of would adversely affect the market for the Company’s securities covered by such Holder’s Registrable SecuritiesRegistration Statement, if the Company has not already caused such shall have the right to delay the requested registration of the Registrable Securities to be included for such period as part of an existing shelf registration statement and related prospectus that the Company then has investment banker may so advise, but no more than ninety (90) days after the date on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission such Demand Notice was made; or (in which event iv) the Company shall be deemed entitled to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, postpone for a reasonable period of time but in no event more than sixty ninety (6090) days following receipt the filing of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand any Registration Statement otherwise required to be declared effective prepared and filed by it pursuant to this Section 2 if, at the Commission as soon as practicable. Subject time it receives a Demand Notice pursuant to this Section 2.2 hereof2, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder)determines, in its sole discretionreasonable judgment, include all additional Registrable Securities then outstanding that such registration and offering would materially interfere with any financing, acquisition, corporate reorganization or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event other material transaction involving the Company shall be deemed to have satisfied or its registration obligation under this Section 2.1(a) with respect to Affiliates and promptly gives the Registrable Securities so included, so long as Holders written notice of such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)determination.

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, at At any time after the date that is 180 days after Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), the IPO Closing DatePurchaser may request, each Holder may deliver to in writing, the Company a written notice to effect the registration on Form S-3 (a or such successor form) (“Demand Registration NoticeStatement”), of the Shares having an aggregate value of at least three million dollars ($3,000,000) informing (based on the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered then current public market price). The rights granted by the Company under this Section 8.1 shall terminate on the fifth anniversary of the date of the Initial Public Offering. (“Demand Registration”). b) Upon receipt of such request for registration pursuant to this Section 8, the Company shall, as expeditiously as possible, cause to be filed with the Securities and Exchange Commission (the “SEC”) a Demand Registration Notice from a Holder requesting Statement providing for the registration under the Securities Act of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if Shares which the Company has not already caused been requested to so register by the Purchaser, and shall use its best efforts to have such Registrable Securities Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to be included as part keep such Demand Registration Statement continuously effective for a period of an existing shelf registration statement and time necessary following the date on which such Demand Registration Statement is declared effective to permit the sale of all the Shares covered by such Demand Registration Statement or such shorter period which will terminate when all the Shares 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 that 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 under the Securities Act used by the Company then has on file withfor such Demand Registration Statement or by the Securities Act, any state securities or “blue sky” laws, or any other rules and which regulations thereunder). (c) A Demand Registration Statement shall be deemed not have become effective unless it has been declared effective byby the SEC; provided, however, that if, after it has been declared effective, the Commission and which remains in effect and not subject offering of any Shares pursuant to such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Commission SEC or any other governmental agency or court (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to other than such Registrable Securities), then the Company shall cause to be filed with the Commission stop order or injunction issued as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier result of (i) the date that is two (2) years after the date of effectiveness of inclusion in such Demand Registration Statement, Statement of any information supplied to the Company for inclusion therein by the Purchaser or (ii) the date on which all conduct of the Registrable Securities covered offering by the Purchaser of its agents), such Demand Registration Statement are eligible for sale without registration will be deemed not to have become effective. (d) The Purchaser shall be entitled to two Demand Registration Statements pursuant to Rule 144 Section 8.1(a). For purposes of this Section 8.1(d), a registration shall not be counted until such time as a Registration Statement covering the applicable Shares has been declared effective by the SEC (or any successor provision) under subject to Section 8.1(c)), except that a registration shall count if prior to the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) Registration Statement being declared effective the date on which Purchasers withdraw their request for such registration by providing written notice to the Holder or Holders consummate Company and elect not to pay the sale of all of the Registrable Securities registered under such Demand Registration Statementregistration expenses therefor pursuant to Section 8.3. Notwithstanding the foregoing, in the event the withdrawal by the Purchaser is based upon material adverse information related to the Company may that is different from the information known or available to the Purchaser at the time of its request for registration, or a material change in the business, assets, liabilities, condition (financial or otherwise) or prospects of the Company after the time of such request, then such registration shall not be counted for purposes of this Section 8.1(d) even though the Purchaser does not bear the Registration Expenses therefor. (e) If the Purchaser intends to distribute the Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 8.1(a). If the Company desires that any time officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 8.1(e) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the “Other Holders”) request such inclusion, the Company shall offer to include the securities of such officers, directors and Other Holders in such registration and underwriting. The Company shall (together with the Purchasers, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, prior customary indemnification and contribution provisions on the part of the Company) with the underwriter. The Company may include securities for its own account in such registration if the underwriter so agrees and if the number of Shares and other securities that would otherwise have been included in such registration and underwriting will not thereby be limited. Notwithstanding any other provision of this Section 8.1, if the underwriter determines that the inclusion of the number Shares requested to be registered would have a material adverse effect on the price, timing or after receiving distribution of the Common Stock to be registered, the Company shall limit the number of Shares to be included in the registration and underwriting to such number of Shares that the Purchaser is so advised can be sold without having such a material adverse effect. The Company shall so advise all holders of Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: first, all securities initially proposed to be sold pursuant to the Demand Registration Notice from Statement by the Purchaser; and second, the number of Shares requested to be included in such registration by the Other Holders that the Purchaser is so advised can be sold without having a Holdermaterial adverse effect on the price, timing or distribution of the Common Stock, allocated pro rata among the Other Holders requesting such registration on the basis of the number of Shares requested to be included by all such Other Holders. (f) If at the time of any request to register Shares by the Purchaser pursuant to Section 8.1(a), the Company is engaged or has plans to engage in its sole discretion, include all additional Registrable Securities then outstanding a registered public offering or any portion thereof is engaged in any registration statementother material activity which, including in the good faith and reasonable determination of the Company’s Board of Directors, would be materially adversely affected by virtue the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of adding ninety (90) days from the date of such Registrable Securities as additional securities request, such right to delay a request to be exercised by the Company not more than once in any twelve-month period. (g) The Purchaser shall have the right to select the underwriter for an underwritten offering requested pursuant to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect Statement, subject to the Registrable Securities so includedCompany’s approval, so long as such registration statement remains effective and which will not the subject of any stop order, injunction or other order of the Commission)be unreasonably withheld.

Demand Registration. Subject to Sections 2.1(f(a) From and 2.2 hereof, at any time after the date hereof for a period of 270 days (plus any additional days during which a registration has been postponed pursuant to Section 2.1(f), but in no event beyond one (1) year after the date hereof), the Holder shall be entitled to have NDCHealth effect one (1) demand registration on Form S-3 (or any applicable substitute, replacement or successor form that may be adopted by the SEC) of the Registrable Securities then owned of record and beneficially by such Holder; provided, however, (i) that such demand registration shall only be exercisable if Arclight has terminated the License Agreement pursuant to Section 18.2 or Section 18.3 thereof within the nine (9) month period beginning as of the Closing, and (ii) that NDCHealth shall not be required to effect a demand registration unless the Registrable Securities for which demand is 180 made constitutes all of the Registrable Securities acquired by Arclight as the Initial Exclusivity Fee. A request for such demand registration (a “Registration Request”) must be made in writing by the Holder. (b) NDCHealth shall use its best efforts to cause the Registrable Securities specified in the Registration Request to be registered as soon as reasonably practicable so as to permit the sale thereof and, in connection therewith, shall, within thirty (30) days after the IPO Closing DateHolder provides NDCHealth with such notice, each Holder may deliver prepare and file a registration statement with the SEC under the Securities Act to effect such registration. (c) Such registration statement shall contain such required information pursuant to the Company a written notice rules and regulations promulgated under the Securities Act and such additional information as deemed necessary by the managing underwriter or, if there is no managing underwriter, as deemed under the Securities Act to be necessary by NDCHealth. (a “Demand Registration Notice”d) informing In connection with the Company preparation of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the registration statement, the Holder shall: (i) Specify the number of Registrable Securities intended to be registered offered and sold by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or Holder; (ii) all Express the Holder’s intention to offer or cause the offering of such shares for distribution; (iii) Describe the nature or method of the proposed offer and sale thereof by the Holder’s Registrable Securities; and (iv) Undertake to provide all such information and materials and take all such action as may be required in order to permit NDCHealth to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of such registration statement. (e) Notwithstanding the foregoing, if NDCHealth shall furnish to the Company has not already caused Holder a certificate signed by a duly authorized officer of NDCHealth stating that in the good faith judgment of the Board of Directors of NDCHealth it would be seriously detrimental to NDCHealth for such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with on or before the Commission as soon as reasonably practicable after receiving date such filing would be required, then NDCHealth shall be entitled to postpone the Demand Registration Notice, but in no event more than sixty (60) days following receipt filing of such notice, a new the registration statement and related prospectus covering for up to ninety (90) days; provided, that no period of postponement shall be counted in tolling the resale 270-day period referred to in Section 2.1 (except that the one (1) year outside date contained therein shall continue to apply). (f) If a registration has become effective but is withdrawn before completion of the Registrable Securities offering contemplated thereby because of adverse business developments at NDCHealth that were not known to the Holder when it requested that NDCHealth initiate such registration proceedings, or which developments came into existence subsequent to such request, such registration shall not count as the demand registration referred to in the first sentence of this Section 2.1. (g) If a registration is filed on a delayed or continuous basis behalf of the Holder and such registration is withdrawn at the request of the Holder for any reason other than adverse business developments at NDCHealth that were not known to the Holder, such registration shall count as the demand registration referred to in the first sentence of this Section 2.1. (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereofh) to use commercially reasonable efforts to NDCHealth shall not cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or of any other restrictions on transfer thereundershares of Common Stock to become effective (other than the registration of an employee stock plan, or (iiiregistration in connection with any Rule 145 or similar transaction) during the date on which the Holder or Holders consummate the sale effectiveness of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)requested hereunder.

Demand Registration. Subject to Sections 2.1(f) and 2.2 hereofThe Clear Channel Group Initiating Holders or the Xxxxxxxx Group Initiating Holders may, at any time after the date that is 180 days after the IPO Closing Date, each Holder may deliver by written notice to the Company (the "Demand Notice"), demand that the Company file, and the Company shall file, a written notice Registration Statement as soon as practicable but no later than 60 days following such demand, covering the Registrable Securities specified in the Demand Notice on such form as is appropriate under the Securities Act (a “"Demand Registration Notice”) informing Statement"). The Clear Channel Group Initiating Holders are entitled to demand that the Company of file and cause to be declared effective such Holder’s desire Demand Registration Statements on 3 separate occasions. The Xxxxxxxx Group Initiating Holders are entitled to demand that the Company file and cause to be declared effective such Demand Registration Statements on 2 separate occasions. Notwithstanding anything to the contrary in this Section 2.1, no demand shall be deemed to have some or all of its Registrable Securities registered for resale been made pursuant to this Section 2.1 unless and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of until a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all Statement in respect of such Holder’s Registrable Securities, if the Company has demand shall have become effective and (x) such Demand Registration Statement will not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not have become subject to any a stop order, injunction or other order or requirement of the Commission or other governmental agency or court, (y) all of the conditions to closing specified in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 underwriting agreement or purchase agreement entered into in connection with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration NoticeStatement will have been satisfied, but in other than the failure to so satisfy as a result of some act or omission by the Initiating Holder of such demand registration, and (z) no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale 25% of the Registrable Securities on a delayed or continuous basis (requested to be registered pursuant to the “applicable Demand Notice are excluded from such Demand Registration Statement”), which complies as Statement pursuant to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable SecuritiesSection 2.1.4. The Company agrees (subject to Section 2.2 hereof) to shall use commercially reasonable its best efforts to cause the Demand Registration Statement to be declared effective on the date requested by the Commission managing underwriter for the Offering, or, if such Offering is not underwritten, as soon as practicable. Subject to Section 2.2 hereofpracticable after the filing thereof with the Commission, the Company agrees to use commercially reasonable efforts to and shall keep any such Demand Registration Statement continuously effective for so long as the Offering has not been completed (including but in no event longer than 180 days from the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness Effective Date of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such ). In addition to Demand Registration Statement are eligible for sale without registration pursuant Statements, each Holder is entitled to Rule 144 (or any successor provision) under demand that the Securities Act without volume limitations or other restrictions on transfer thereunderCompany file and cause to be declared effective an unlimited number of Ordinary S-3 Registration Statements, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoingCompany will use its reasonable efforts to file and cause to be declared effective, and, if declared effective, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding will keep such Registrable Securities as additional securities to a Demand Ordinary S-3 Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, effective for so long as the Offering has not been completed (but in no event longer than 180 days from the Effective Date of such registration statement remains effective and not the subject of any stop order, injunction or other order of the CommissionOrdinary S-3 Registration Statement).

Demand Registration. 2.1.1 Subject to Sections 2.1(f) the Subscription Agreement and 2.2 hereofthe rules and regulations of the Commission, at any time after and from time to time, Purchaser may make a one-time written demand upon the date that is 180 Company to file, within sixty (60) days after such written demand is made, a registration statement covering the IPO Closing Dateresale of all of the Registrable Securities on Form S-1, each Holder may deliver to X-0 xx S-3 as appropriate with the Company a written notice Commission (a “the "Demand Registration Notice”) informing the Statement"). The Company of shall use its reasonable best efforts to cause such Holder’s desire Registration Statement to have some or become effective as soon after filing as practicable and to cause all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by qualified in such state jurisdictions as the holders may request. 2.1.2 Except as set forth herein, the Company (“Demand Registration”). Upon receipt of a Demand shall take all reasonable steps necessary to keep the Registration Notice from a Holder requesting registration of Statement current and effective until the lesser of of: (i) two hundred thousand (200,000) Registrable Securities or years and (ii) all of such Holder’s Registrable Securities, if until the Company has not already caused such Registrable Securities are transferable pursuant to Rule 144 under the Securities Act without the volume limitations set forth in such rule. 2.1.3 The Company shall be included as part entitled to require that a holder or holders of an existing shelf registration statement and related prospectus Registrable Securities refrain from effecting any public sales or distributions of the Registrable Securities pursuant to a Registration Statement that the Company then has on file with, and which has been declared effective by, by the Commission and which remains in effect and not subject to any stop orderor otherwise, injunction or other order or requirement if the board of directors of the Commission (Company reasonably determines that such public sales or distributions would interfere in which any material respect with any transaction involving the Company that the board of directors reasonably determines to be material to the Company. The board of directors shall, as promptly as practicable, give the holders of the Registrable Securities written notice of any such development. In the event of a request by the board of directors of the Company that the holders of Registrable Securities refrain from effecting any public sales or distributions of the Registrable Securities, the Company shall be deemed required to have satisfied its registration obligation under this Section 2.1 with respect to lift such restrictions regarding effecting public sales or distributions of the Registrable Securities), then the Company shall cause to be filed with the Commission Securities as soon as reasonably practicable after receiving the Demand Registration Noticeboard of directors shall reasonably determine public sales or distributions by the holders of the Registrable Securities shall not interfere with such transaction, but provided, that in no event shall any requirement that the holders of Registrable Securities refrain from effecting public sales or distributions if the Registrable Securities extend for more than ninety (90) days. 2.1.4 Notwithstanding the foregoing, the one-time demand registration rights provided in this Section 2.1 shall be subject to the following additional limitations: (i) Company shall not be obligated to file such Registration Statement on a Form S-2 or S-3 if it does not then meet the requirements (including the financial statement requirements) of such Form, and if the Company is required to file a Form S-1, it should not be obligated to file the Form S-1 until it shall have prepared current financial statements as required by Form S-1; (ii) If, upon receipt of any request for registration of Registrable Securities pursuant to this Section 2.1, the Company has then engaged a reputable and nationally or regionally recognized securities or investment banking firm for a registered public offering of Shares of Common Stock, then the Company shall give notice of such negotiations to all holders of Registrable Securities within fifteen (15) days of the date upon which the Company received such holder's request and the Company shall not, for sixty (60) days following receipt of after giving such noticenotice to such holders, be required to undertake a new required registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis pursuant to this Section 2.1 in response to such holder's request; provided, however, that if such registration statement of such proposed public offering is not filed within sixty (60) days after the “Demand Registration Statement”)Company gives such notice to holders of the Registrable Securities, which complies as the Company shall respond to form in all material respects with applicable Commission rules providing the holder's request for registration of Registrable Securities and, unless otherwise required by the sale by such Holder or group provisions of Holders of this Section 2.1, register such Registrable Securities. The Company agrees , no later than twenty (subject to Section 2.2 hereof20) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years days after the date of effectiveness expiration of such Demand Registration Statement, sixty (ii60) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities day period and as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)provided herein.

Demand Registration. 2.1.1 Subject to Sections 2.1(f) the Subscription Agreement and 2.2 hereofthe rules and regulations of the Commission, at any time after the date that is 180 days after the IPO Closing Dateand from time to time, each Holder Purchaser may deliver to make a one-time written demand upon the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securitiesfile, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than within sixty (60) days following receipt of after such noticewritten demand is made, a new registration statement and related prospectus covering the resale of all of the Registrable Securities on a delayed Form S-0, X-0 or continuous basis S-3 as appropriate with the Commission (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to shall use commercially its reasonable best efforts to cause the Demand such Registration Statement to become effective as soon after filing as practicable and to cause all of the Registrable Securities to be qualified in such state jurisdictions as the holders may request. 2.1.2 Except as set forth herein, the Company shall take all reasonable steps necessary to keep the Registration Statement current and effective until the lesser of: (i) two years and (ii) until the Registrable Securities are transferable pursuant to Rule 144 under the Securities Act without the volume limitations set forth in such rule. 2.1.3 The Company shall be entitled to require that a holder or holders of Registrable Securities refrain from effecting any public sales or distributions of the Registrable Securities pursuant to a Registration Statement that has been declared effective by the Commission or otherwise, if the board of directors of the Company reasonably determines that such public sales or distributions would interfere in any material respect with any transaction involving the Company that the board of directors reasonably determines to be material to the Company. The board of directors shall, as soon promptly as practicable. Subject to Section 2.2 hereof, give the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all holders of the Registrable Securities covered written notice of any such development. In the event of a request by the board of directors of the Company that the holders of Registrable Securities refrain from effecting any public sales or distributions of the Registrable Securities, the Company shall be required to lift such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (restrictions regarding effecting public sales or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all distributions of the Registrable Securities registered under as soon as reasonably practicable after the board of directors shall reasonably determine public sales or distributions by the holders of the Registrable Securities shall not interfere with such Demand Registration Statement. transaction, provided, that in no event shall any requirement that the holders of Registrable Securities refrain from effecting public sales or distributions if the Registrable Securities extend for more than ninety (90) days. 2.1.4 Notwithstanding the foregoing, the one-time demand registration rights provided in this Section 2.1 shall be subject to the following additional limitations: (i) Company may at shall not be obligated to file such Registration Statement on a Form S-2 or S-3 if it does not then meet the requirements (including the financial statement requirements) of such Form, and if the Company is required to file a Form S-1, it should not be obligated to file the Form S-1 until it shall have prepared current financial statements as required by Form S-1; (ii) If, upon receipt of any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional request for registration of Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under this Section 2.1, the Securities Act (in which event Company has then engaged a reputable and nationally or regionally recognized securities or investment banking firm for a registered public offering of Shares of Common Stock, then the Company shall give notice of such negotiations to all holders of Registrable Securities within fifteen (15) days of the date upon which the Company received such holder’s request and the Company shall not, for sixty (60) days after giving such notice to such holders, be deemed required to have satisfied its undertake a required registration obligation under this Section 2.1(a) with respect to of the Registrable Securities so includedpursuant to this Section 2.1 in response to such holder’s request; provided, so long as however, that if such registration statement remains effective and of such proposed public offering is not filed within sixty (60) days after the subject of any stop order, injunction or other order Company gives such notice to holders of the Commission)Registrable Securities, the Company shall respond to the holder’s request for registration of Registrable Securities and, unless otherwise required by the provisions of this Section 2.1, register such Registrable Securities, no later than twenty (20) days after the expiration of such sixty (60) day period and as provided herein.

Demand Registration. Subject to Sections 2.1(f) and 2.2 hereof, at any time after Upon the date that is 180 days after the IPO Closing Date, each Holder may deliver to the Company a written notice request (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration Holders collectively owning at least 5% of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s then‑outstanding Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on Partnership shall file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission Commission, as soon as reasonably practicable after receiving the Demand Registration Noticepracticable, but in no event more than sixty (60) 90 days following the receipt of such noticethe Notice, a new registration statement and related prospectus covering (each a “Registration Statement”) under the Securities Act providing for the resale of the such Registrable Securities on (which may, at the option of the Holders giving such Notice, be a delayed or continuous basis (registration statement under the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing Securities Act that provides for the sale by such Holder or group of Holders resale of such Registrable SecuritiesSecurities pursuant to Rule 415 from time to time by the Holders). There shall be no limit on the number of Registration Statements that may be required by the Holders pursuant to this Section 2.01. The Company agrees (subject to Section 2.2 hereof) to Partnership shall use its commercially reasonable efforts to cause the Demand each Registration Statement to be declared effective by the Commission as soon as practicablereasonably practicable after the initial filing of the Registration Statement. Subject Any Registration Statement shall provide for the resale pursuant to Section 2.2 hereofany method or combination of methods legally available to, and requested by, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing Holders of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of all such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement are eligible for sale without registration filed pursuant to Rule 144 this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all such Registrable Securities by the Holders until all such Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (or any successor provisionthe “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) under shall comply as to form in all material respects with all applicable requirements of the Securities Act without volume limitations and the Exchange Act and shall not contain an untrue statement of a material fact or other restrictions on transfer thereunderomit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, or (iii) the date on which the Holder or Holders consummate the sale of all in light of the Registrable Securities registered circumstances under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving which a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commissionis made).

Demand Registration. Subject (a) If the Buyer receives a request from the Seller that the Buyer file a registration statement on Form S-1 (a “Registration Statement”) to Sections 2.1(fregister the resale of any of the Conversion Shares (the “Registrable Securities”) held by the Seller (the “Demand Notice”), then the Buyer shall as soon as practicable, and 2.2 hereof, at in any time event within thirty (30) days after the date that such request is 180 days after given by the IPO Closing DateSeller, each Holder may deliver to file a Registration Statement under the Company a written notice (a “Demand Registration Notice”) informing Securities Act covering the Company resale of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying that the Seller requested to be registered, subject to potential reduction of the number of Registrable Securities to be registered by for resale in the Company applicable Registration Statement (“Demand RegistrationCut Back Shares”) pursuant to the requirements of the SEC (“Registration Reduction”). Upon receipt In the event of a Demand Registration Notice from a Holder requesting Reduction, immediately after the Company is able to effect the registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable SecuritiesCut Back Shares, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall file and cause to be filed with declared effective such additional Registration Statements in the Commission time frame set forth herein as soon as reasonably practicable after receiving the Demand necessary to ultimately cause to be covered by effective Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in Statements all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. . (b) The Company agrees (subject to Section 2.2 hereof) to Buyer shall use commercially reasonable its reasonably best efforts to cause the Demand a Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or as soon as practicable but in no event later than ninety (iii90) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under days after such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant is initially filed with the SEC. The Company hereby also agrees to Rule 462(b) use its reasonable best efforts to keep the Registration Statements continuously effective under the Securities Act until the Seller no longer owns any Registrable Securities. (in c) The Buyer shall pay the Registration Expenses relating to the registration of the Registrable Securities. “Registration Expenses” means all expenses incident to the Company's performance of or compliance with this Warrant, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, expenses and fees for listing the securities to be registered on exchanges on which event similar securities issued by the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect are then listed, and fees and disbursements of counsel for the Company (but not of counsel to the Registrable Securities so includedHolder) and of all independent certified public accountants, so long as such registration statement remains effective underwriters and not other persons retained by the subject of any stop order, injunction or other order of the Commission)Company.

Demand Registration. Subject Notwithstanding anything herein to Sections 2.1(fthe contrary, and in addition to its obligations under Section 3(a) and 2.2 hereofhereinabove, at the Company shall: (i) after receipt of a written request from the Holder requesting that the 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, as expeditiously as is possible, but in any time after the date that is 180 event no later than 90 days after the IPO Closing Date, each Holder may deliver to the Company receipt of a written notice request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective as soon as reasonably practicable, a registration statement (a “Demand Registration NoticeStatement”) informing relating to all shares of Registrable Securities which the Company has been so requested to register by the Holder for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of such Holder’s desire the Registrable Securities so registered. (ii) If the Company is eligible to have some use Form S-3, any Demand Registration Statement may be required by the Holder to be in an appropriate form under the Securities Act relating to any or all of its the Registrable Securities registered for resale in accordance with the methods and specifying distribution set forth in the number of Registrable Form S-3 and Rule 415 under the Securities to be registered by Act (the Company (“Demand Shelf Registration”). Upon receipt Any such demand to file a Form S-3 shall require the use of one Demand Registration. The Holder shall be entitled to an aggregate of two registrations of Registrable Securities. (iii) The Company shall not be required to effect a Demand Registration Notice from registration pursuant to this Section 3: (1) pursuant to a Holder requesting written opinion of counsel for the Company, all the Registrable Securities can be sold pursuant to Rule 144 in any three month period (such date being the “144 Sale Date”); or (2) during the period starting with the date 45 days prior to the Company’s estimated date of filing of, and ending on the date 90 days immediately following the effective date of, any registration statement pertaining to an underwritten public offering of newly issued securities of the lesser Company with respect to which the Holder has the right to request inclusion of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securitiespursuant to Section 3, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus provided that the Company then has on file with, and which has been declared effective by, the Commission and which remains is actively employing in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use good faith commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)to become effective.

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, If at any time after the date that is 180 days after expiration of the IPO Closing Date, each Holder may deliver Initial Lock-Up Period and prior to the Company termination of registration rights pursuant to Section 4.10, Source shall receive from Stockholder (or any assignee that Stockholder specifically designates may provide such notice) a written notice request (a “Demand Registration NoticeRequest”) informing that Source effect the Company registration under the Securities Act of such Holder’s desire to have some all or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as any part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities that are then free from the restrictions on a delayed or continuous basis transfer contained in Section 3.1(b) above (the “Demand Registration StatementRegistrable Securities”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to then Source shall then use commercially reasonable efforts to cause the Demand Registration Statement Registrable Securities to be declared effective by the Commission registered as soon as practicablereasonably practicable after receipt of such Demand Request; provided, however, that such Demand Registrable Securities are to be offered and sold pursuant to a firmly committed underwritten offering led by a nationally recognized investment banking firm. Subject to Section 2.2 hereofIn connection with the Demand Request, Source shall prepare and file with the Company agrees to SEC as soon as reasonably practicable after receipt of the Demand Request, and shall use its commercially reasonable efforts to keep any cause to become effective as soon as practicable thereafter, a registration statement (a “Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purposeStatement”) until the earlier of to effect such registration. The Demand Request shall (i) specify the number of Demand Registrable Securities intended to be offered and sold by Stockholder pursuant thereto and (ii) contain the undertaking of Stockholder to provide all such reasonable information and materials and take all such reasonable actions as may be required under applicable laws in order to permit Source to comply with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and to obtain any desired acceleration of the effective date that is two (2) years after the date of effectiveness of such Demand Registration Statement. The procedures to be followed by Source and Stockholder, (ii) and the date on which all respective rights and obligations of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunderSource and Stockholder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the preparation, filing and effectiveness of the Demand Registration Statement and the distribution of Registrable Securities so included, so long as such registration statement remains effective and not pursuant to the subject of any stop order, injunction or other order of the Commission)Demand Registration Statement under this Section 4.1 are set forth in Section 4.3.

Demand Registration. Subject (a) Upon written notice to Sections 2.1(f) and 2.2 hereof, at any time after the Issuer from a Holder or Holders holding a majority in interest of the Registrable Securities (but not later than the date that is 180 days after the IPO Closing Shelf Termination Date, each Holder may deliver to ) (the Company a written notice (a “"Demand Registration Notice”Request") informing requesting that the Company Issuer effect the registration under the Securities Act of such Holder’s desire to have some any or all of its the Registrable Securities registered for resale and specifying held by such requesting Holders, which notice shall specify the number intended method or methods of disposition of such Registrable Securities, the Issuer shall prepare as soon as practicable and, within 15 days after such request, file with the Commission a registration statement with respect to such Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to be registered declared effective under the Securities Act for purposes of dispositions in accordance with the intended method or methods of disposition stated in such request within the later to occur of the first public release by the Company Issuer of 30 days of combined financial results of the Issuer and QFC and 30 days after the filing of such registration statement. Notwithstanding any other provision of this Agreement to the contrary: (“i) the Holders may collectively exercise their rights to request registration under this Section 2.2(a) on not more than one occasion (such registration being referred to herein as the "Demand Registration”"). Upon receipt ; (ii) the method of disposition requested by Holders in connection with any Demand Registration may not, without the Issuer's written consent, be a Rule 415 Offering; and (iii) the Issuer shall not be required to effect the Demand Registration hereunder if all securities that were Registrable Securities on the date hereof have ceased to be Registrable Securities. (b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration Notice from a requested by Holders pursuant to this Section 2.2 shall not be deemed to have been effected, and, therefore, not requested and the rights of each Holder requesting registration shall be deemed not to have been exercised for purposes of the lesser of paragraph (a) above, (i) two hundred thousand (200,000) Registrable if such Demand Registration has not become effective under the Securities Act or (ii) all if such Demand Registration, after it became effective under the Securities Act, was not maintained effective under the Securities Act (other than as a result of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission or other government agency or court solely on the account of a material misrepresentation or omission of a Holder) for at least 30 days (or such shorter period ending when all the Registrable Securities covered thereby have been disposed of pursuant thereto) and, as a result thereof, the Registrable Securities requested to be registered cannot be distributed in which event accordance with the Company shall be deemed plan of distribution set forth in the related registration statement. So long as a Demand Request is made by the Holders within the 180-day period referred to have satisfied its registration obligation under this in Section 2.1 with respect to such Registrable Securities2.2(a), then the Company Holders shall cause not lose their right to be filed with the Commission as soon as reasonably practicable after receiving their Demand Registration under Section 2.2 if the Demand Registration Noticerelated to such Demand Request is delayed or not effected in the circumstances set forth in this clause (b). (c) The Issuer shall have the right to cause the registration of additional equity securities for sale for the account of the Issuer in the registration of Registrable Securities requested by the Holders pursuant to Section 2.2(a) above, but provided that if such Holders are advised in no event more than sixty writing (60with a copy to the Issuer) days following receipt by the lead or managing underwriter referred to in Section 2.3(b) that, in such underwriters good faith view, all or a part of such noticeRegistrable Securities and additional equity securities cannot be sold and the inclusion of such Registrable Securities and additional equity securities in such registration would be likely to have an adverse effect on the price, a new registration statement timing or distribution of the offering and related prospectus covering the resale sale of the Registrable Securities and additional equity securities then contemplated, then the number of securities that can, in the good faith view of such underwriter, be sold in such offering without so adversely affecting such offering shall be allocated pro rata among the requesting Holders and the Issuer on the basis of the relative number requested to be included therein by the Issuer and each such Holder; provided that in the event such a delayed or continuous basis (pro rata allocation shall be made in connection with the “Demand Request, the remaining Holders shall be entitled to request one additional Demand Registration Statement”(without needing to make a Demand Request therefor within the 180-day period referred to in Section 2.2(a); provided further that in connection with such additional Demand Registration, if any, the Issuer may not include additional securities therein for its own account if such inclusion would result in any reduction in the Registrable Securities proposed to be sold therein by the Holders. The Holders of the Registrable Securities to be offered pursuant to paragraph (a) above may require that any such additional equity securities be included by the Issuer in the offering proposed by such Holders on the same conditions as the Registrable Securities that are included therein. (d) Within 7 days after delivery of a Demand Request by a Holder, the Issuer shall provide a written notice to each Holder (or, if so requested by the Issuer after appropriate notice to the Zell Holders' Agent by the Xxxxer, the Zell Holders' Agent shall pxxxxde written notice to each Zell Holder), which complies as to form in all material respects with applicable Commission rules providing for the sale by advising such Holder of its right to include any or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered held by such Holder for sale pursuant to the Demand Registration Statement are eligible and advising such Holder of procedures to enable such Holder to elect to so include Registrable Securities for sale without registration in the Demand Registration. Any Holder may, within 7 days of delivery to such Holder of a notice pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunderthis Section 2.2(d), or (iii) the date on which the Holder or Holders consummate the sale of all of the elect to so include Registrable Securities registered under such in the Demand Registration Statement. Notwithstanding by written notice to such effect to the foregoing, Issuer specifying the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional number of Registrable Securities then outstanding or any portion thereof in any registration statement, including desired to be so included by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)Holder.

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereofUpon the written request from the Holders of at least a majority of the Additional Registrable Securities then outstanding(the “Requisite Shareholders”), delivered at any time and from time to time after the date that is 180 days after the IPO Closing Datehereof, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale shall prepare and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of file a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus Statement covering the resale of the Additional Registrable Securities then outstanding on or prior to the applicable Filing Date. The Demand Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Additional Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”)Form S-3, in which complies as to case such registration shall be on another appropriate form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securitiesaccordance herewith). The Company agrees (subject to Section 2.2 hereof) to shall use its commercially reasonable best efforts to cause the Demand each Additional Registration Statement to be declared effective by under the Commission Securities Act as soon as practicable. Subject to Section 2.2 hereofpossible but, in any event, no later than the Company agrees to applicable Effectiveness Date, and shall use its commercially reasonable best efforts to cause each Additional Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep any each Demand Registration Statement continuously effective (including under the preparation and filing of any amendments and supplements necessary for that purpose) Securities Act until the earlier of earliest of: (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which when all of the Additional Registrable Securities covered by such Demand Registration Statement are eligible for sale have been sold or may be sold without registration volume restrictions pursuant to Rule 144 (or any successor provision144(k) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iiiii) the date on which the Holder or Holders consummate the sale of when all of the Additional Registrable Securities registered under covered by such Demand Registration StatementStatement have been sold or may be sold in any 90 day period in reliance on Rule 144 (the “Subsequent Effectiveness Period”). Notwithstanding the foregoing, the Requisite Shareholders shall not be entitled to demand that the Company cause more than two (2) such demand registrations in any consecutive 12 month period to become effective pursuant to this Section 4(a) if such registrations have been declared or ordered and remain effective (it being understood that for purposes of a third demand pursuant to this Section 4(a), such 12 month period shall begin on the date the first demand was made and for purposes of any other demand pursuant to this Section 4(a), such 12 month period shall begin on the date the penultimate demand was made). Further, notwithstanding the foregoing, the Company may at suspend the effectiveness of any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement by written notice to the Holders for a period not to exceed an aggregate of 30 days in any 60-day period (each such period, a “Suspension Period”) if (x) an event occurs and is continuing as a result of which any Demand Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein would, in the Company’s judgment, contain an existing shelf registration untrue statement pursuant of a material fact or omit to Rule 462(bstate a material fact required to be stated therein or necessary to make the statements therein not misleading, and (y) under the Securities Act (in which event the Company determines in good faith that the disclosure of such event at such time would be materially detrimental to the Company and its subsidiaries, provided, that Suspension Periods shall not exceed an aggregate of 90 days in any 360-day period. The Company shall not be deemed required to have satisfied its registration obligation specify in the written notice to the Holders the nature of the event giving rise to the Suspension Period. (b) The demand rights granted under this Section 2.1(a) with respect 4 shall terminate on the 180th day immediately following the Call Termination Date; provided, such termination shall not relieve the Company of its obligation to keep effective the Registrable Securities so includedInitial and any Demand Registration Statement for the Initial or Subsequent Effectiveness Period, so long as such registration statement remains effective and not the subject of any stop ordercase may be, injunction or other order of the Commission)filed prior thereto.

Demand Registration. Subject to Sections 2.1(f(i) and 2.2 hereof, If (A) at any time there is no effective Shelf Registration Statement on file with the Commission under which a Holder could sell all of its Registrable Securities or the General Partner and its Affiliates holds Partnership Securities that they desire to sell and (B) Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144) or another exemption from registration is not available to enable such Holder to dispose of the number of such Registrable Securities or, in the case of the General Partner and its Affiliates, other Partnership Securities it desires to sell at the time it desires to do so without registration under the Securities Act, then at the option and upon the request of (X) any Holder that beneficially owns 10% or more of the Partnership’s outstanding Common Units or (B) after the date that is 180 days 16 months after the IPO Closing Date, each Holder may deliver any Holder, the Partnership shall file with the Commission as promptly as practicable after receiving such request, and use all commercially reasonable efforts to cause to become effective and remain effective for a period of not less than 180 days following its effective date or such shorter period as shall terminate when all Partnership Securities covered by such registration statement have been sold, a registration statement under the Company a written notice (Securities Act registering the offering and sale of the number of such Partnership Securities specified by such Person. Any such requested registration shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration Notice”) informing shall specify the Company kind and aggregate amount of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Partnership Securities to be registered by and the Company (“intended methods of disposition thereof. Within 60 days of a request for a Demand Registration”). Upon receipt of , the Partnership shall file a registration statement relating to such Demand Registration Notice from (a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to and shall use its commercially reasonable efforts to cause the such Demand Registration Statement to promptly be declared or become effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of under (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, Securities Act and (ii) the date on which all “Blue Sky” laws of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (jurisdictions, as any managing underwriter or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunderunderwriters, if any, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)their counsel reasonably request.

Demand Registration. Subject to Sections 2.1(f(i) and 2.2 hereof, at any time after After the first date upon which Units held by the Holders may be redeemed until the date that is 180 days after the IPO Closing Dateon which there are no Registrable Shares (as hereinafter defined) remaining, each Holder may deliver subject to the conditions set forth in this Agreement, including without limitation the conditions set forth in Section 1(b)(ii) below, any Holder or Holders may request that the Company cause to be filed a written notice registration statement (a “"Demand Registration Notice”Statement") informing under Rule 415 under the Company Securities Act relating to the sale by such Holders of their previously or concurrently issued Registrable Shares in accordance with the terms hereof. As used in this Agreement, the term "Registrable Shares" means shares of Common Stock issued or to be issued to the Holders upon redemption or in exchange for their Units, excluding (A) Common Stock for which a Registration Statement relating to the issuance or sale thereof shall have become effective under the Securities Act and which have been issued or sold, as applicable, under such Registration Statement, (B) Common Stock sold pursuant to Rule 144 under the Securities Act or (C) Common Stock which, together with all other Registrable Shares held by such Holder and any other Holder whose sales of Registrable Shares must be aggregated with sales of such Holder’s desire Holder pursuant to have some or all of its Registrable Rule 144(e), is eligible for sale pursuant to Rule 144(e) under the Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”)Act. Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of any such Holder’s Registrable Securitiesrequest, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed give written notice of such proposed registration to all Holders of Units and Registrable Shares. Such Holders shall have the right, by giving written notice to the Company within fifteen (15) business days after such notice referred to in the preceding sentence has been given by the Company to elect to have satisfied its registration obligation under this Section 2.1 with respect to included in the Demand Registration Statement such of their Registrable Securities)Shares as each Holder may request in such notice of election. Thereupon, then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the such Demand Registration Statement to be filed and declared effective by the Commission SEC for all Registrable Shares which the Company has been requested to register as soon as practicablepracticable thereafter. Subject to Section 2.2 hereof, the The Company agrees to use commercially reasonable efforts to keep any the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier earliest of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iiia) the date on which the Holder or Holders consummate no longer hold any Registrable Shares registered under the sale of all of Demand Registration Statement, (b) the date on which the Registrable Securities Shares registered under the Demand Registration Statement held by each Holder may, together with all other Registrable Shares held by such Holder and any other Holder whose sales of Registrable Shares must be aggregated with sales of such Holder pursuant to Rule 144(e), be sold by such Holder pursuant to Rule 144(e) under the Securities Act or (c) the date which is six (6) months from the effective date of such Demand Registration Statement. Notwithstanding the foregoingLexington agrees not to request more than five (5) Demand Registration Statements pursuant to this Section 1(b) and each Holder other than Lexington agrees not to request more than one (1) Demand Registration Statement pursuant to this Section 1(b). In addition, the Company may at any time (including, without limitation, prior shall not be required to or after receiving file and effect a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a new Demand Registration Statement or an existing shelf pursuant to this Section 1(b) until a period of six (6) months has elapsed from the termination of the registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such Shares covered by a prior registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)request.

Demand Registration. Subject to Sections 2.1(f) and 2.2 hereof, at any time Commencing three months after the date that is 180 days after Final Closing, record holders of a majority of the IPO Closing Date, each Holder may deliver to Shares included in the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company Units (“Demand RegistrationMajority Holders”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of , shall have the lesser of right, on one (i1) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securitiesoccasion only, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus demand that the Company then has on prepare and file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new Form F-3 registration statement and related prospectus covering the resale of the Registrable Securities on a delayed (or continuous basis such other form that it is eligible to use) (the “Demand Registration Statement”), which complies ) in order to register the Registrable Securities (as to form in all material respects with applicable Commission rules providing hereinafter defined) for resale and distribution under the sale by such Holder or group of Holders of such Registrable Securities1933 Act. The Majority Holders shall notify the Company agrees (subject in writing of their desire to Section 2.2 hereof) to exercise the demand registration right described herein, and the Company shall use its commercially reasonable best efforts to cause such Demand Registration Statement to be filed within sixty (60) days following its receipt of such written notification; provided, however, that the Company shall be entitled to defer the filing of such Demand Registration Statement to not more than five (5) business days following the date the Company is in possession of financial statements that meet the requirements of the 1933 Act with respect to the Demand Registration Statement to be declared effective by the Commission as soon as practicablefiled. Subject to Section 2.2 hereof12.4 and the other provisions of this Agreement, the Company agrees to use commercially reasonable efforts to keep any will register in the Demand Registration Statement continuously effective not less than 100% of the Shares included in the Units (including collectively the preparation “Registrable Securities”). The registration right provided in this paragraph shall not apply to the extent of Registrable Securities that may be sold pursuant to Rule 144, without regard to volume limitations, or to Registrable Securities that are otherwise freely transferable without registration under the 1933 Act; and filing the holders of any Registrable Securities that may be sold pursuant to Rule 144 without regard to volume limitations, and of Registrable Securities that are otherwise freely transferable without registration under the 1933 Act shall not be considered in determining the Majority Holders. Notwithstanding the foregoing, nothing in this Agreement shall require that the Company register Registrable Securities in an amount that exceeds the number of securities that may be registered pursuant to applicable rules and regulations of the Commission at the time the Demand Registration Statement is filed (“Applicable Rules”). In the event that Applicable Rules do not permit all Registrable Securities to be registered at the time the Demand Registration Statement is initially filed, the Company hereby agrees to include in the Demand Registration Statement such number of Registrable Securities as is permitted by Applicable Rules, and to file such amendments and supplements necessary for that purpose) until to the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which and/or such other and further registration statements, to be filed, as and when permitted by Applicable Rules, such that all of the Registrable Securities are covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any an effective registration statement. For purposes of this Section, including a demand by virtue of adding such Registrable Securities as additional securities Majority Holders to file a Demand Registration Statement or an existing shelf shall include any amendments and/or other and further registration statement pursuant statements necessary in order for the Company to Rule 462(b) comply with its obligations under this Section. To the extent that Applicable Rules do not permit a Demand Registration Statement to include all of the Subscribers’ Registrable Securities Act (in which event one filing, the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the include each Subscriber’s pro-rata portion of Registrable Securities so included, so long as such registration statement remains effective and not in the subject of any stop order, injunction or other order of the Commission)filing.

Demand Registration. Subject to Sections 2.1(f) and 2.2 hereof, at At any time during the Exercise Period, the Holders of all of the outstanding Registrable Securities ("Demanding Holders") may give Pegasystems written notice that such Demanding Holders desire to sell Registrable Securities in a transaction involving a public distribution. Promptly after receipt of such notice, Pegasystems and the Demanding Holders shall discuss the feasibility of arranging for a sale of such Registrable Securities pursuant to Rule 144 that would enable such Demanding Holders to dispose of such Registrable Securities within a single thirty-day distribution period commencing not later than thirty (30) days after the date that is 180 days after of such written notice and with respect to which the IPO Closing Date, each Holder may deliver Demanding Holders would not be required to register and would be permitted to freely sell such Registrable Securities under any applicable state securities laws (a "Non-Registered Distribution"). If required as a condition to the Company availability of Rule 144 for such a written notice (a “Demand Registration Notice”) informing Non-Registered Distribution, the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying Holders shall utilize the number of Cashless Exercise Option in acquiring the Registrable Securities to be registered by sold in such Non-Registered Distribution. However, the Company Demanding Holders may at any time following the initiation of such discussions request in writing (“a "Demand Request") that Pegasystems file with the Commission a registration statement under the Securities Act for a public offering of such Registrable Securities (a "Demand Registration”). Upon ") and Pegasystems shall be obligated to prepare and file such registration statement on the terms and conditions set forth below unless, within ten (10) days after the receipt of a such Demand Registration Notice from a Holder requesting registration of the lesser of Request, Pegasystems either (i) two hundred thousand (200,000A) delivers to the Demanding Holders an unqualified opinion in form and substance reasonably satisfactory to the Demanding Holders of nationally recognized counsel reasonably satisfactory to the Demanding Holders and with expertise in securities laws concluding that the Demanding Holders may sell the Registrable Securities subject to the Demand Request in a Non-Registered Distribution without violating and in accordance with applicable securities laws and (B) agrees to indemnify such Demanding Holders against any Damages suffered or incurred by such Demanding Holders directly or indirectly resulting from such opinion proving to be incorrect in whole or in part or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities elects to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied exercise its registration obligation under this Section 2.1 Call Right with respect to such Registrable Securities), then . If the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but conditions described in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of either clause (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, or (ii) the date on which all of the Registrable Securities covered by preceding sentence are met, Pegasystems shall have no obligation to take any further action under this Section 7 with respect to such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration StatementRequest. Notwithstanding any provision to the foregoingcontrary contained herein, the Company may at any time (including, without limitation, prior Pegasystems shall have no obligation to or after receiving effect a Demand Registration Notice from a Holder), in its sole discretion, include unless all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)are included therein.

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, at any time after Holders of the date that is 180 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number Requisite Amount of Registrable Securities in aggregate shall be entitled to be registered by make a written request of the Company (such request being a “Demand”) for registration under the Securities Act, of all or part of the Registrable Securities (a “Demand Registration”). Upon The Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered; and (ii) the intended method of distribution in connection with the Demand Registration to the extent then known. The Demand shall not be effective or impose any obligation upon the Company unless the Demand shall request the registration of not less than the Requisite Amount of Registrable Securities. Within 10 days after receipt of the Demand, the Company shall give written notice of the Demand to all other Holders and, subject to the terms of this Agreement, shall include in such registration all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within 20 days after the receipt by such Holder of the Company’s notice required by this Section 2.1(a). The Holders shall be entitled to one Demand Registration. (b) A registration shall not be treated as a Demand Registration Notice from a Holder requesting registration of the lesser of until (i) two hundred thousand (200,000) Registrable the Registration Statement under the Securities or Act has been filed with the SEC with respect to the Demand Registration and been declared effective and (ii) all such Registration Statement shall have been maintained continuously effective for a period 60 days after the effective date of such Holder’s Registration Statement, or such shorter period when all Registrable SecuritiesSecurities included therein have been sold thereunder. Notwithstanding the foregoing, if the Company has not already caused such Registrable Securities is eligible to be included as part of an existing shelf registration statement and related prospectus that the Company then has file a Registration Statement on file with, and which has been declared effective byForm S-3, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement Holders of the Commission (in which event Requisite Amount may request that, pursuant to Rule 415 under the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities)Securities Act, then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement maintained continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date Effective Date, or such shorter period when all Registrable Securities included therein have been sold thereunder or the Company is no longer eligible to use Form S-3. (c) The Company may include in the Demand Registration other securities held by security holders of effectiveness the Company, provided that such securities are of the same class as the Registrable Securities with respect to which the Demand Registration has been made. (d) If, in connection with the Demand Registration, any managing underwriter advises the Company and the Holders of the Registrable Securities sought to be included in such Demand Registration Statementthat, in its judgment, marketing or other factors dictate that limiting the securities to be included in the Registration Statement is necessary to facilitate public distribution of the Registrable Securities ultimately to be included therein, then the Company shall include in the Registration Statement only such limited portion of the Registrable Securities as the underwriter shall advise in accordance with this Section 2.1(d). Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities other than the Registrable Securities. If the Holders of a majority of the Registrable Securities sought to be registered in the Demand Registration request that such Demand Registration be an underwritten offering and the parties hereto deem it commercially reasonable, then, provided that a nationally recognized underwriter is willing to accept such engagement, the Company shall select a nationally recognized underwriter to manage and administer such offering (which underwriter shall be reasonably acceptable to Holders of a majority of the Registrable Securities sought to be registered in the Demand Registration). (e) If, in connection with a Demand, if the Company or its subsidiaries (other than in connection with employee benefit and similar plans) has commenced preparations for a registration or the Company has received on behalf of any other security holder of the Company holding a demand registration right a notice of the exercise of such demand registration right prior to the receipt of the Demand (collectively, a “Company Offering”) with respect to which the Company furnishes the Holders of the Registrable Securities sought to be registered in the Demand Registration a certificate signed by the chief executive officer or chief financial officer of the Company to such effect (the “Transaction Delay Notice”) promptly after such receipt of the Demand, the Company shall not be required to effect the Demand Registration until the earliest of (i) 90 days after the completion of such Company Offering, (ii) promptly after the abandonment of such Company Offering or (iii) 180 days after the date on which all of the Transaction Delay Notice; provided, however, that in any event the Company shall not be required to effect any Demand Registration prior to the termination or waiver of any “blackout period” applicable to the Holders pursuant to Section 2.3 or the Company, if any, in connection with the Company Offering. (f) With respect to any Registration Statement to be filed in connection with a Demand Registration, (i) if the Company’s Board of Directors determines in its good faith judgment that the filing of a Registration Statement (or the effectiveness of such Registration Statement) would require the Company to disclose material non-public information or would materially interfere with any proposal or plan with respect to any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries and the Company’s Board of Directors concludes, as a result of such potential disclosure or interference, that it is in the best interests of the Company to defer the filing or effectiveness of such Registration Statement at such time and (ii) the Company shall furnish to the Holders of the Registrable Securities covered by such sought to be registered in the Demand Registration a Transaction Delay Notice stating that in the good faith judgment of the Company’s Board of Directors, it would be materially detrimental to the Company for such Registration Statement are eligible to be filed or declared effective in the near future and that it is, therefore, in the best interests of the Company to defer the filing or effectiveness of such Registration Statement, then the Company shall have the right to defer such filing or effectiveness; provided, however, that such deferral shall not continue for sale without registration a period of more than 90 days. The Company shall not be required to state in any Transaction Delay Notice delivered pursuant to Rule 144 this Section 2.1(f), the nature of any event or circumstance constituting the basis for the Transaction Delay Notice. (or any successor provisiong) under In the event the Company delivers the Holders of Registrable Securities Act without volume limitations or other restrictions on transfer thereundersought to be registered in the Demand Registration a Transaction Delay Notice, or (iii) the date on which the Holder or Holders consummate the sale of all a majority of the Registrable Securities registered under making the Demand will be entitled for a period of 60 days, or if earlier, notice from the Company of its intention to commence preparation to file the Registration Statement, to withdraw the Demand and, if the Demand is withdrawn, such registration will not count as the Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)hereunder.

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, at At any time immediately after the date that is 180 days after the IPO Closing Date, each any Holder (each, an “Initiating Holder”), may deliver demand registration (each, a “Demand Registration”) under the Securities Act, of all or any portion of the Registrable Securities owned by such Initiating Holder. In order to accomplish such demand, the Initiating Holder shall send a written request of the demand to the Company a (which request shall specify, subject to the limitations set forth in Section 2(c) hereof, the Registrable Securities intended to be disposed of by such Holder or its transferees and the intended method of distribution thereof). The Company shall, within ten (10) calendar days of the receipt thereof, give written notice of such request to all Holders, giving such Holders ten (10) calendar days after receipt of such notice to request in writing to participate in such Demand Registration Statement. The Company shall thereafter use its reasonable best efforts to file as soon as practicable, and in any event within forty-five (45) calendar days’ receipt of a request from an Initiating Holder, a registration statement under the Securities Act covering the applicable Registrable Securities of the Initiating Holder and such other Holders who have requested to participate (each, a “Demand Registration NoticeStatement”). Such Demand Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) informing the “Plan of Distribution” attached hereto as Annex A. (b) The Company shall use its commercially reasonable efforts to cause a Demand Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effective Date, and to keep such Demand Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) during the Effectiveness Period. (c) Notwithstanding anything to the contrary provided for herein: (i) in no event shall the Company be obligated to effect, throughout the term of such Holder’s desire this Agreement, more than two Demand Registrations for the OZ Holders and more than two Demand Registrations for the Keywin Holders (except that two or more registration statements filed in response to have some or all of its one demand shall be counted as one Demand Registration); and (ii) the Company shall not be obligated to register in any twelve (12) month period, Registrable Securities registered for resale equaling in excess of twenty-five percent (25%) of the Company’s fully diluted share capital (as determined from time to time and specifying after giving effect to the full conversion of the New Notes and the full exercise of the Keywin Options). If the Initiating Holder and the other participating Holders combined request the registration of more Registrable Securities that are permitted under this Section 2(c)(ii), then the Company shall reduce the amount of Registrable Securities to be included in such Demand Registration pro rata based on the number of Registrable Securities owned by each such Holder; provided, however, that the number of Registrable Securities shall not be reduced unless all other securities of the Company are first entirely excluded from the registration. (d) If, pursuant to Section 2(a), the Initiating Holders intends to distribute the Registrable Securities covered by their request by means of an underwriting, it shall so advise the Company as a part of their request made pursuant to Section 2(a), and the Company shall include such information in the written notice provided to the other Holders in accordance with Section 2(a). The underwriter(s) will be selected by the Initiating Holders holding a majority of the Registrable Securities to be registered by under such Demand Registration, subject only to the reasonable approval of the Company. If the Demand Registration is underwritten and the managing underwriters advise the Company (“Demand Registration”). Upon receipt in writing that in their reasonable good faith judgment the number of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of requested to be included exceeds the number that can be sold in such Holder’s Registrable Securitiesoffering, if at a price reasonably related to fair value, then the Company has not already caused shall include in such registration only the aggregate amount of Registrable Securities that the underwriter believes may be sold and shall reduce the amount of Registrable Securities to be included in such registration, first, as part to the Company, second as to each of an existing shelf registration statement and related prospectus that the security holders of the Company then has on file withthat is not a Holder, and which has been declared effective bythird as to the Holders pro rata. A registration shall not be considered to be a Demand Registration under Section 2, if: (i) as a result of the foregoing allocation, the Commission Initiating Holders are not able to register and which remains sell in effect and not the Demand Registration at least 75% of the Registrable Securities sought to be included in the Demand Registration Statement by such Holder, subject to clause (ii) of Section 2(c) hereof; (ii) the gross proceeds of the securities included in the registration on behalf of the Company constitute at least 20% of the total gross proceeds of the Demand Registration; (iii) the Demand Registration Statement requested by the Initiating Holders does not become effective for any reason within one hundred and twenty (120) calendar days of the request for Demand Registration by an Initiating Holder pursuant to Section 2(a); (iv) after the Demand Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to such Initiating Holder and such interference is not thereafter eliminated; or (v) the conditions specified in which event the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by such Initiating Holders. (e) If any holder of the Company’s securities that is not a Holder under this Agreement exercises demand registration rights to have the Company register its securities under the Securities Act (a “Third Party Demand Registration”) within a period of thirty (30) calendar days before or after the time the Holder shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities)requested a Demand Registration, then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Holder’s Demand Registration Noticeshall have priority over such Third Party Demand Registration. (f) Notwithstanding anything to the contrary herein, but in no event more than sixty (60) days following receipt of if after such notice, a new registration statement and related prospectus covering the resale time as all of the Registrable Securities on a delayed or continuous basis (held by the “OZ Holders may be sold without any restrictions pursuant to Rule 144, the OZ Holders shall still have the right to request in writing Demand Registration Statement”), which complies as pursuant to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees Section 2(a) hereof (subject to the limitations set forth in Section 2.2 hereof2(c)), provided, however, that each OZ Holder(s) to use commercially reasonable efforts to cause participating in a Demand Registration under this Section 2(f) shall bear its pro rata share of the expenses of such Demand Registration Statement to be declared effective by based on the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing proportion of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of its Registrable Securities covered under such Demand Registration Statement, (ii) including its pro rata share of any Registration Expenses set forth in Section 6 hereof. To the date on which all of the Registrable Securities covered extent that any Registration Expenses are incurred, assumed or paid by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including that are otherwise payable by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation OZ Holder under this Section 2.1(a) with respect to 2(f), such OZ Holder shall reimburse the Registrable Securities so included, so long as such registration statement remains effective and not Company for the subject of any stop order, injunction or other order full amount of the Commission)Registration Expenses so incurred, assumed or paid as promptly as practical after receipt of a documented request therefor.

Demand Registration. Subject (i) Distribution shall have the right, on not more than four occasions in the aggregate, and no more frequently than once during any six-month period, to Sections 2.1(frequire the Company to register for offer and sale under the Securities Act (a "Demand") all or a portion of the Registrable Securities held by Distribution, subject to the restrictions set forth herein; provided that Distribution shall not 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 2.2 hereofoutstanding. As promptly as practicable after the Company receives from Distribution a notice pursuant to this Section 2(a) (a "Demand Notice"), at demanding that the Company register for offer and sale under the Securities Act Registrable Securities, subject to Section 2(b), the Company shall (i) use all reasonable efforts to file as promptly as reasonably practicable with the Commission a Registration Statement relating to the offer and sale of the Applicable Securities on such form as the Company may reasonably deem appropriate (provided that the Company shall not, unless the Company otherwise determines, be obligated to register any time securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) and, thereafter, (ii) after the filing of an initial version of the Registration Statement, use reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such Registration Statement; provided, however, that Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless Distribution has made an Election. Subject to Section 2(b), the Company shall use reasonable efforts to keep each Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Distribution for resales of Registrable Securities for an Effectiveness Period ending on the earlier of (i) 30 days from the Effective Time of such Registration Statement and (ii) such time as all of such securities have been disposed of by the selling securityholders. (b) The Company shall have the right to postpone (or, if necessary or advisable, withdraw) the filing, or delay the effectiveness, of a Registration Statement, or fail to keep such Registration Statement continuously effective or not amend or supplement the Registration Statement or included Prospectus, if the Company determines based upon the advice of counsel that it would be advisable to not disclose in the Registration Statement a planned or proposed financing, acquisition or other corporate transaction or other material information, and the Company shall have determined in good faith that such disclosure is not in the best interests of the Company and its stockholders; provided that no one such postponement shall exceed 90 days in any six-month period and all such postponements shall not exceed 180 days in the aggregate. The Company shall advise Distribution of any such determination as promptly as practicable after such determination. (c) In connection with an underwritten offering, if the IPO Closing Date, each Holder may deliver to managing underwriter or underwriters advise the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some that in its or all of its Registrable Securities registered for resale and specifying their opinion the number of Registrable Applicable Securities subject to a Demand exceeds the number which can be sold in such offering, the Company shall include in such Registration the number of Applicable Securities that, in the opinion of such managing underwriter or underwriters, can be sold in such offering. EXHIBIT 1.46 (d) The Company may include in any Registration requested pursuant to Section 2(a) hereof other securities for sale for its own account or for the account of another Person, subject to the following sentence. In connection with an underwritten offering, if the managing underwriter or underwriters advise the Company that in its or their opinion the number of Applicable Securities requested by Distribution, together with other securities for sale for the account of the Company or any other Person, to be registered exceeds the number which can be sold in such offering, the Company shall include in such Registration the number of Applicable Securities and other securities that, in the opinion of such managing underwriter or underwriters, can be sold in such offering as follows: (i) first, the Applicable Securities requested to be registered by Distribution and (ii) second, any other securities requested to be included in such Registration. (e) Distribution shall have the Company (“right to withdraw any Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or prior to the time the Registration Statement in respect of such Demand has been declared effective, (ii) all of such Holder’s Registrable Securities, if upon the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, issuance by the Commission and which remains in effect and not subject to or any other governmental agency of a stop order, injunction or other order which interferes with such Registration, (iii) upon the Company's availing itself of Section 2(b), or requirement (iv) if Distribution is prevented pursuant to Section 2(c) or (d) from selling all of the Commission (in which event Applicable Securities it requested to be registered. Notwithstanding such request to withdraw the Company Demand, the Registration requested by Distribution shall nonetheless be deemed to have satisfied its registration obligation under this been effected (and, therefore, requested) for purposes of Section 2.1 2(a) hereof if Distribution withdraws any Demand (A) pursuant to clause (i) of the preceding sentence after the Commission filing fee is paid with respect thereto or (B) pursuant to clause (iv) of the preceding sentence in circumstances where at least 50% of the Applicable Securities requested to be included in such Registration by Distribution could have been included, and in each case, (x) the Company has not availed itself of Section 2(b) with respect to such Registrable Securities), then Registration request or (y) the Company has availed itself of Section 2(b) and the withdrawal request is not made within 10 days after the termination of the suspension period occasioned by the Company's exercise of its rights under Section 2(b). If Distribution withdraws a Demand but the Company nevertheless determines to complete, within 30 days after such withdrawal, the Registration so requested as to securities other than the Applicable Securities, Distribution shall cause be entitled to be filed with the Commission as soon as reasonably practicable after receiving the Demand participate in such Registration Noticepursuant to Section 3, but in no event more than sixty (60) such case the Intended Offering Notice shall be required to be given to Distribution at least five business days following receipt of such notice, a new registration statement and related prospectus covering prior to the resale anticipated filing date of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all or if such Registration Statement has already been filed, within 10 business days after receipt of the Registrable Securities covered by request to withdraw Demand from Distribution and Distribution shall be required to give the Piggy-back Notice no later than 3 business days after the Company's delivery of such Demand Intended Offering Notice. (f) In the event that any Registration Statement are eligible for sale without registration pursuant to Rule 144 (this Section 2 shall involve, in whole or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunderin part, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoingan underwritten offering, one co-lead managing underwriter shall be selected by the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company and shall be deemed reasonably acceptable to have satisfied its registration obligation under this Section 2.1(a) with respect Distribution, and the other co-lead underwriter shall be selected by Distribution, and shall be reasonably acceptable to the Registrable Securities so included, so long as such registration statement remains effective and not Company. Any additional co-managing underwriters shall be selected by the subject of any stop order, injunction or other order of the Commission)Company.

Demand Registration. Subject to Sections 2.1(f(a) and 2.2 hereof, at At any time after the date that is 180 days Closing Date but before three (3) years after the IPO Closing Date, each Holder may deliver the Holders shall have the right, by written notice delivered to the Company (such notice, a written notice “Demand Notice”), to require the Company to register (the “Demand Registration”) under the Securities Act not less than 20% and up to 100% of the Registrable Securities. The number of Demand Registrations pursuant to this Section 2(a) shall not exceed two (2). (b) The Company shall file each Registration Statement prepared in connection with a Demand Registration within ninety (90) days of the date on which the Company received the Demand Notice and shall use its commercially reasonable efforts to cause the same to be declared effective by the SEC within one hundred eighty (180) days of the date on which the Company received the Demand Notice and prepare and file with the SEC a Prospectus that will be available for resales by the Holders of Registrable Securities. The Company shall keep the Demand Registration effective for a period of ninety (90) days, or six (6) months (the “Effectiveness Period”) if a Demand Registration is requested to be a shelf registration (a “Demand Registration NoticeShelf Registration”) informing from the Company date on which the SEC declares such Registration Statement effective or such shorter period which will terminate upon the distribution of such Holder’s desire to have some or all of its Registrable Securities registered pursuant to such Registration Statement. (c) Subject to the conditions set forth in Section 2(a) hereof, the Holders may, at any time, make a written request for resale and specifying a Demand Registration. All requests made pursuant to this Section 2 will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof. If the Holders intend to distribute the Registrable Securities covered by the request by means of a registered public offering involving an underwriting, then the Demand Notice shall so state. In such event, the Holders shall select an underwriter that is reasonably acceptable to the Company, and the Company and the Holders shall enter into an underwriting agreement in customary form with such underwriter. (“d) Notwithstanding the foregoing provisions of this Section 2, (i) the Company shall not be obliged to effect a Demand Registration”). Upon Registration pursuant to this Section 2 if a Registration Statement was previously filed as a result of a request pursuant to this Section 2 within a period of one hundred twenty (120) days of the Company’s receipt of the Demand Notice; (ii) if the Company has issued and sold to the public, pursuant to a registration statement filed under the Securities Act, any of its securities within three (3) months prior to the date of its receipt of a Demand Registration Notice from a Holder requesting pursuant to this Section 2 and the Company’s investment banker has advised the Company in writing that the registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of would adversely affect the market for the Company’s securities covered by such Holder’s Registrable SecuritiesRegistration Statement, if the Company has not already caused such shall have the right to delay the requested registration of the Registrable Securities to be included for such period as part of an existing shelf registration statement and related prospectus that the Company then has investment banker may so advise, but no more than ninety (90) days after the date on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission such Demand Notice was made; and (in which event iii) the Company shall be deemed entitled to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, postpone for a reasonable period of time but in no event more than sixty ninety (6090) days following receipt the filing of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand any Registration Statement otherwise required to be declared effective prepared and filed by it pursuant to this Section 2 if, at the Commission as soon as practicable. Subject time it receives a Demand Notice pursuant to this Section 2.2 hereof2, the Company agrees to use commercially determines, in its reasonable efforts to keep judgment, that such registration and offering would materially interfere with any Demand Registration Statement continuously effective (including financing, acquisition, corporate reorganization or other material transaction involving the preparation Company or its Affiliates and filing of any amendments and supplements necessary for that purpose) until promptly gives the earlier of (i) the date that is two (2) years after the date of effectiveness Holders written notice of such Demand Registration Statementdetermination; provided, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, that the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in exercise its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation rights under this Section 2.1(a2(d) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of no more than once during any stop order, injunction or other order of the Commission)three hundred sixty-five (365) day period.

Demand Registration. Subject (a) From and after the one (1) year anniversary following the Closing, and subject to Sections 2.1(fSection 1.1(b), Section 1.1(c) and 2.2 hereofSection 2.3, upon written request from a Holder requesting that the Company effect the registration under the Securities Act of all or part of the Registrable Securities held by such Holder, which notice may be delivered at any time after such one (1) year anniversary and which notice shall specify the date that is 180 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company intended method or methods of such Holder’s desire to have some or all disposition of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be (“Registration Request Notice”), unless such Registrable Securities are included as part in a currently effective Registration Statement permitting the resale of an existing shelf registration statement and related prospectus that such Registrable Securities in the manner contemplated by the Registration Request Notice, the Company then has on will use its commercially reasonable efforts to file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of appropriate Registration Statement under the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed Securities Act with the Commission SEC as soon promptly as reasonably practicable after receiving receipt of the Demand Registration Request Notice and, as promptly as reasonably practicable following such Registration Request Notice, but in no event more than sixty (60) days following receipt of cause such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicableSEC and to permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition stated in such Registration Request Notice. Subject The Company shall not be required to Section 2.2 hereof, maintain the Company agrees to use commercially reasonable efforts to keep any Demand effectiveness of such Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until beyond the earlier to occur of (i) the date that is two one hundred twenty (2120) years days after the effective date of effectiveness of such Demand Registration Statement, thereof and (ii) consummation of the date on which all distribution by Holder of the Registrable Securities covered by included in such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoingperiod, the Company may at any time “Effectiveness Period”). (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holderb) Notwithstanding Section 1.1(a), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to if the Company previously shall have caused a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under be declared effective by the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) SEC with respect to the Registrable Securities so includedSecurities, so long as such registration statement remains the Company shall not be required to cause a subsequent Registration Statement to be declared effective and not by the subject SEC pursuant to this Section 1.1 until a period of any stop order, injunction or other order one hundred twenty (120) days shall have elapsed from the effective date of the Commissionmost recent such previous registration. (c) Notwithstanding Section 1.1(a), the Company shall not be required to effect (i) more than two (2) registrations pursuant to this Section 1.1 in any twelve (12) consecutive month period or (ii) a registration of Registrable Securities, the fair market value of which on the date of receipt by the Company of the Registration Request Notice is less than twenty million dollars ($20,000,000).

Demand Registration. Subject to Sections 2.1(f(i) and 2.2 hereof, at At any time after the date that is 180 days after expiration of the IPO Closing Dateapplicable Lock-Up Period, each any Preferred Holder may deliver and Sponsoring Holder shall severally have the option and right, exercisable by delivering a written notice to the Company a written notice (a “Demand Registration Notice”) informing ), to require the Company to, pursuant to the terms of such Holder’s desire and subject to have some or all the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of its Registrable Securities registered for resale and specifying the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to be registered by the Company Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). Upon receipt The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration Notice from a Holder requesting registration unless the Registrable Securities of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities Holders to be included therein after compliance with Section 2(a)(ii) have an aggregate value of at least $75 million based on the VWAP (the “Minimum Amount”) as part of an existing shelf registration statement and related prospectus the date of the Demand Notice; provided, however, that the Company then has on file withMinimum Amount shall not apply in the event that, and which has been declared effective byas the result of Cutback Shares being removed from such Registration Statement pursuant to this Section 2(a)(i), the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement Registrable Securities of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause Holders to be filed included therein after compliance with Section 2(a)(ii) have an aggregate value of less than $75 million. If at any time the Commission as soon as reasonably practicable after receiving takes the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale position that some or all of the Registrable Securities proposed to be included in a Registration Statement filed pursuant to a Demand Registration must be removed from such Registration Statement (such portion of the Registrable Securities, the “Cut Back Shares”) in order for all of the Registrable Securities in such Registration Statement filed pursuant to a Demand Registration to be eligible to be made on a delayed or continuous basis (under the provisions of Rule 415 or for the Initiating Holder to not be named as an “Demand underwriter” in such Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for then if the sale by such Initiating Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereofso elects, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including shall remove the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of Cutback Shares from such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).Registration

Demand Registration. Subject (a) Upon written notice to Sections 2.1(fthe Issuer from a Holder or Holders holding at least 10% of the Registrable Securities (the "Demand Request") requesting that the Issuer effect the registration under the Securities Act of all or part of the Registrable Securities held by such requesting Holders (the "Requesting Holders"), the Issuer shall prepare as soon as practicable and 2.2 hereoffile with the Commission, within 30 days after such request, a registration statement with respect to such Registrable Securities and thereafter use its best efforts to cause such registration statement to be declared effective under the Securities Act as soon as practicable. A registration effected pursuant to a Demand Request pursuant to this Section 2.1(a) shall be referred to herein as a "Demand Registration." (b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration requested by Holders pursuant to this Section 2.1 shall not be deemed to have been effected, and, therefore, not requested and the rights of each Holder shall be deemed not to have been exercised for purposes of paragraph (a) above, if (i) such Demand Registration has not become effective under the Securities Act or (ii) such Demand Registration, after it became effective under the Securities Act, was not maintained effective under the Securities Act for at any time after the date that is least 180 days after (or such shorter period ending when all the IPO Closing DateRegistrable Securities covered thereby have been disposed of pursuant thereto) and, each Holder may deliver as a result thereof, the Registrable Securities requested to be registered cannot be distributed in accordance with the Company plan of distribution set forth in the related registration statement. (c) If the Requesting Holders initiating the Demand Registration intend to distribute the Registrable Securities covered by their request by means of an underwritten offering, they shall so advise the Issuer as a part of their Demand Request and the Issuer shall include such information in the written notice (a “Demand Registration Notice”) informing referred to in Section 2.1(d). In such event, the Company 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 desire to have some or all of its 's Registrable Securities registered in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for resale such underwriting by a majority in interest of the Requesting Holders initiating the registration (which underwriter or underwriters shall be reasonably acceptable to the Issuer). Notwithstanding any other provision of this Section 2.1, if the managing underwriter advises the Issuer that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Issuer shall so advise all Requesting Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and specifying the number of Registrable Securities that may be included in the underwriting shall be allocated to the Requesting Holders on a pro rata basis based on the number of Registrable Securities held by all Requesting Holders; provided, -------- however, that the number of Registrable Securities to be registered included in such ------- underwriting and registration will not be reduced unless all other securities of the Issuer that are entitled by contract or otherwise to be included therein are first entirely excluded from such underwriting and registration. If, as a result of the Company reduction specified in the immediately previous sentence, the Requesting Holders are required to reduce the securities they sought to register by 50% or more then the registration shall not constitute a Demand Registration under this Section 2.1. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (“Demand Registration”). Upon receipt d) Within five days after delivery of a Demand Registration Notice from Request by a Holder, the Issuer shall provide a written notice to all other Holders, advising each such Holder requesting registration of its right to include all or part of the lesser Registrable Securities held by such Holder for sale pursuant to the Demand Registration and advising such Holder of procedures to enable such Holder to elect to so include Registrable Securities for sale in the Demand Registration. Any Holder may, within 10 days of delivery to such Holder of a notice pursuant to this Section 2.1(d), elect to so include all or any portion of such Holder's Registrable Securities in the Demand Registration by written notice to such effect to the Issuer specifying the number of Registrable Securities desired to be so included by such Holder. All Holders requesting to have their Registrable Securities included in a Demand Registration pursuant to this Section 2.1(d) shall be deemed "Requesting Holders" for purposes of this Article 2. (e) The Demand Registrations requested pursuant to Section 2.1(a) are subject to all the following limitations: (i) two hundred thousand the Issuer shall not be required to effect more than three Demand Registrations (200,000including registrations pursuant to a Form S-3 Request); (ii) the Issuer shall not be required to effect more than one registration statement on Form S-1 or any similar long form registration statement in any 12 month period and (iii) a registration statement on Form S-1 or any similar long form registration statement must include Registrable Securities with an aggregate public offering price of at least $20,000,000; (f) Notwithstanding anything contained herein, upon the written request ("Form S-3 Request") of a Holder, the Issuer shall prepare and file with the Commission within 30 days after such request one or more registration statements on Form S-3 (which may at the Holder's request be a Rule 415 Offering) covering the resale of Registrable Securities in an amount as requested by such Holder, and the Issuer shall use its best efforts to obtain the effectiveness of such registration statement as soon as practicable after filing and to maintain the effectiveness of such registration statement until the Registrable Securities have been sold pursuant thereto; provided, however, -------- ------- that the Issuer shall not be obligated to effect any such registration pursuant to this Section 2.1(f): (i) if Form S-3 is not available or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused Holders, together with the holders of any other securities of the Issuer entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission public (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing net of any amendments and supplements necessary for that purposeunderwriters' discounts or commissions) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)less than $20,000,000.

Demand Registration. (a) Right to Demand Registration. Commencing December 15, 2000, at ---------------------------- any time or from time to time when the Shelf Registration Statement provided for in Section 2.3 has not become or is not effective under the Securities Act, the Majority Holders shall have the right to request in writing that the Company register all or part of such Holders' Registrable Securities (a "Request") ------- (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method or methods of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Sections 2.1(f) and 2.2 hereofSection 2.1(b), at any time after the date that is 180 days after the IPO Closing Date, each Holder may deliver to the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder which shall have made a written notice request (a “Demand Registration Notice”) informing which request shall specify the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number amount of Registrable Securities to be registered by registered) to the Company (“Demand Registration”). Upon for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable SecuritiesRequest, if the Company has not already caused such Registrable Securities use its best efforts to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the SEC a Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new Statement providing for the registration statement and related prospectus covering under the resale Securities Act of the Registrable Securities on a delayed or continuous basis (which the “Demand Registration Statement”)Company has been so requested to register by all such Holders, which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders extent necessary to permit the disposition of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement Securities so to be declared effective by registered in accordance with the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing intended method of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of disposition thereof specified in such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time Request (including, without limitation, prior to or after receiving by means of a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) 415 under the Securities Act (a "Shelf ----- Registration") if so requested and if the Company is then eligible to use such a ------------ registration). The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b). A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a "Withdrawn --------- Request") and a Demand Registration Statement may be withdrawn prior to the ------- effectiveness thereof by the Majority Holders of the Registration (a "Withdrawn --------- Demand Registration"), and such withdrawals shall be treated as a Demand ------------------- Registration which event shall have been effected pursuant to this Section 2.1, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred); provided, however, that if a -------- ------- Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company determined, in the case of an Underwritten Offering, by the sole or lead managing Underwriter in its reasonable discretion, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.1(b) by more than 20% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.6, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.1 (and shall not be counted toward the number of Demand Registrations), and the Company shall be deemed pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time prior to have satisfied its registration obligation under the effective date of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1(a) with respect 2.1 which the Company is obligated to effect. The registration rights granted pursuant to the Registrable Securities so included, so long as such provisions of this Section 2.1 shall be in addition to the registration statement remains effective and not rights granted pursuant to the subject other provisions of any stop order, injunction or other order of the Commission)Section 2 hereof.

Demand Registration. Subject (a) If Parent has not previously given a notice to Sections 2.1(f) and 2.2 hereofHolders as provided by Section 9, at any time after the date that is 180 days after second anniversary of the IPO Closing Dateunder the Merger Agreement, each Holder may deliver to the Company a upon written notice (from a “Demand Registration Notice”) informing Holder requesting that Parent effect the Company registration under the Securities Act of such Holder’s desire to have some any or all of its the Registrable Securities registered for resale and specifying held by such Holder, which notice shall specify the number of Registrable Securities for which registration is requested and the intended method or methods of disposition of such Registrable Securities, Parent shall have the right, exercisable within 10 days by written notice to such Holder, to purchase all of the Registrable Securities requested to be registered by such Holder at a cash price per share equal to the Company (“Demand Registration”arithmetic mean of each of the closing sales prices per share of Parent Common Stock on The New York Stock Exchange for each of the 15 consecutive trading days ending on the fifth trading day immediately preceding the date of the written notice from the Holder under this Section 10(a). Upon The closing of such purchase shall take place no later than 15 days after the date of the written notice from Parent under this Section 10(a). If Parent gives written notice under this Section 10(a), the written notice from the Holder under this Section 10(a) shall not be deemed a request for registration for purposes of Section 10(b). (b) If Parent does not exercise its right to purchase under Section 10(a) above, Parent shall, within 15 days after receipt of the Holder's request, serve written notice (the "Request Notice") of such registration request to all other Holders of Registrable Securities. The Request Notice will state that Parent will include in such registration all Registrable Securities, subject to the limitations of this Section 10(b) and to compliance with the other provisions of this Agreement, as to which Parent receives written requests for inclusion within 15 days after the date of the Request Notice. As promptly as practicable after such 15 day period, Parent shall use its best efforts to effect the registration under the Securities Act of the Registrable Securities to be included for disposition in accordance with the intended method or methods of disposition stated in the Holder's request, provided that: (i) if prior to receipt of a Demand Registration registration request pursuant to this Section 10(b), Parent had commenced a financing plan through a formal "all hands" meeting with outside advisors, including an underwriter if such financing plan is an underwritten offering, and, in the good-faith judgment of Parent's underwriter, confirmed to Parent in writing (with a copy to the Holders requesting registration), a registration by the requesting Holders at the time and on the terms requested would materially and adversely affect such financing plan of Parent (a "Transaction Blackout"), Parent shall give written notice of such events to the Holders requesting registration and shall not be required to serve the Request Notice and effect a registration pursuant to this Section 9(b) until the earliest of (A) Parent's abandonment of such offering, (B) 90 days after the termination of such offering, (C) the termination of any "hold back" period obtained by the underwriter(s) of such offering from a any person, including Parent, in connection therewith or (D) 110 days after receipt by the Holder requesting registration of the lesser written notice of (i) two hundred thousand (200,000) Registrable Securities or Transaction Blackout from Parent; (ii) all if, at the time of such Holder’s Registrable Securitiesreceipt of a registration request or while a registration request is pending pursuant to this Section 10(b), if the Company has determined in good faith that (A) the filing of a registration statement would jeopardize or delay a contemplated material transaction other than a financing plan involving Parent or would require the disclosure of material information that Parent has a bona fide business purpose for preserving as confidential, or (B) Parent then is unable to comply with SEC requirements applicable to the requested registration, Parent shall not already caused be required to effect a registration pursuant to this Section 10(b) until the earlier of (1) the date upon which such contemplated transaction is completed or abandoned or such material information is otherwise disclosed to the public or ceases to be material or Parent is able to so comply with applicable SEC requirements, as the case may be, and (2) 90 days after Parent makes such good-faith determination, provided that Parent shall not be permitted to delay a requested registration in reliance on this clause (ii) more than once in any 180-day period; and (iii) Parent shall be obligated to file only one registration statement pursuant to this Section 10(b) and shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 10(b) if such registration request (including Registrable Securities requested to be included as part in response to a Request Notice) is for a number of Registrable Securities which have an existing shelf aggregate market value less than $10 million. (c) Notwithstanding any other provision of this Agreement to the contrary, a registration requested pursuant to this Section 10 shall not be deemed to have been effected (and, therefore, not requested for purposes of Section 10(b)), (A) until the registration statement and related prospectus with respect thereto has become effective under the Securities Act (unless the registration statement fails to become effective because the Holders request that the Company then registration be withdrawn for a reason other than contemplated in clause (B)); (B) if it is withdrawn based upon material adverse information relating to Parent that is different from the information known to the Holder requesting registration at the time of the Holder's request for registration; or (C) if after it has on file with, and which has been declared become effective by, the Commission and which remains in effect and not subject to such registration is interfered with by any stop order, injunction or other order or requirement of the Commission (in which event SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by a Holder whose Registrable Securities are the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt subject of such notice, a new registration statement and related prospectus covering the resale of statement. (d) If the Registrable Securities on a delayed or continuous basis (the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement are to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereofsold in an underwritten offering, the Company agrees underwriter or underwriters and manager or managers that will administer the offering will be selected by Parent, and the Holders who desire to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the sell Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (must execute an underwriting or any successor provision) similar agreement and complete and execute all reasonable questionnaires, powers of attorneys, indemnities, lock-up letters and other documents reasonably required under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)underwriting arrangement.

Demand Registration. Subject to Sections 2.1(f) and 2.2 hereof, at any time after Upon the date that is 180 days after the IPO Closing Date, each Holder may deliver to the Company a written notice request (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some by one or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securitiesmore Holders, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on EVA shall promptly file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission Commission, as soon as reasonably practicable after receiving the Demand Registration Noticepracticable, but in no event more than sixty (60) 30 days following the receipt of such noticethe Notice, a new registration statement and related prospectus covering (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities on (which may, at the option of the Holders giving such Notice, be a delayed or continuous basis registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (the a “Demand Shelf Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities). The Company agrees (subject to Section 2.2 hereof) to EVA shall use its commercially reasonable efforts to cause the Demand each Registration Statement to be declared effective by the Commission or otherwise become effective as soon as practicablereasonably practicable after the initial filing of the Registration Statement. Subject Any Registration Statement shall provide for the resale pursuant to Section 2.2 hereofany method or combination of methods legally available to, and requested by, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing Holders of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement. EVA shall use its commercially reasonable efforts to cause each Registration Statement are eligible for sale without registration filed pursuant to Rule 144 this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (or any successor provisionthe “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) under shall comply as to form in all material respects with all applicable requirements of the Securities Act without volume limitations and shall not contain an untrue statement of a material fact or other restrictions on transfer thereunder, omit to state a material fact required to be stated therein or (iii) necessary to make the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statementstatements therein not misleading. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company There shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to no limit on the Registrable Securities so included, so long as such registration statement remains effective and not number of Registration Statements that may be required by the subject of any stop order, injunction or other order of the Commission)Holders hereunder.

Demand Registration. Subject to Sections 2.1(f) and 2.2 hereof, at any time after Upon the date that is 180 days after the IPO Closing Date, each Holder may deliver to the Company a written notice request (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration Holders collectively owning at least [ ] of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s then-outstanding Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on Partnership shall file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission Commission, as soon as reasonably practicable after receiving the Demand Registration Noticepracticable, but in no event more than sixty (60) 90 days following the receipt of such noticethe Notice, a new registration statement and related prospectus covering (each a “Registration Statement”) under the Securities Act providing for the resale of the such Registrable Securities on (which may, at the option of the Holders giving such Notice, be a delayed or continuous basis (registration statement under the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing Securities Act that provides for the sale by such Holder or group of Holders resale of such Registrable SecuritiesSecurities pursuant to Rule 415 from time to time by the Holders). There shall be no limit on the number of Registration Statements that may be required by the Holders pursuant to this Section 2.01. The Company agrees (subject to Section 2.2 hereof) to Partnership shall use its commercially reasonable efforts to cause the Demand each Registration Statement to be declared effective by the Commission as soon as practicablereasonably practicable after the initial filing of the Registration Statement. Subject Any Registration Statement shall provide for the resale pursuant to Section 2.2 hereofany method or combination of methods legally available to, and requested by, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing Holders of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of all such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement are eligible for sale without registration filed pursuant to Rule 144 this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all such Registrable Securities by the Holders until all such Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (or any successor provisionthe “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) under shall comply as to form in all material respects with all applicable requirements of the Securities Act without volume limitations and the Exchange Act and shall not contain an untrue statement of a material fact or other restrictions on transfer thereunderomit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, or (iii) the date on which the Holder or Holders consummate the sale of all in light of the Registrable Securities registered circumstances under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving which a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commissionis made).