Common use of Demand Registrations Clause in Contracts

Demand Registrations. (a) Subject to the terms and conditions of this Agreement, at any time and from time to time after the date hereof, the Holders shall have the right to require the Company to file a registration statement under the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. (a) Subject to the terms and conditions of this Agreement, at any time and from time to time after the date hereof, the Holders The Holder shall have the right (the "Demand Right") on (i) one occasion in July 1997 in respect of Xx. Xxxxxxxx X. Gould, Xx. Xxxxx X. Xxxxxxxx or Xx. Xxxxx X. Wolske or within 12 months of the date of exercise of any stock options in respect of Xx. Xxxxxxxx X. Klein and Xx. Xxxx X. Getty, in order to sell Registrable Shares to raise an amount equal to or less than the tax payable on the exercise of their stock options of the Company (the "Tax Demand Right"), and (ii) one occasion within 90 days following the date that Xx. Xxxxxxxx X. Gould, Xx. Xxxxx X. Xxxxxxxx, Xx. Xxxxx X. Wolske, Xx. Xxxxxxxx X. Klein or Xx. Xxxx X. Getty, as the case may be, ceases to be employed by the Company, to require the Company to file a registration statement under the Securities Act covering in respect of all or of the Registrable Shares held by such Holder; PROVIDED, HOWEVER, that if such Holder is exercising such Demand Right together with any part of their other Holder's demand right, then it may be exercised if the Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration Shares and the intended method other shares demanded by the other Holders shall exceed five percent of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, outstanding Ordinary Shares of the Holder making such demand for registration being referred to as the "Initiating Holder")Company. As promptly as practicable, but in no event later than ten 30 days after receipt the Company receives a written request from such Holder demanding that the Company so register the number of a Demand Registration RequestRegistrable Shares specified in such request, the Company shall give written notice file with the Commission and thereafter use its best efforts to cause to be declared effective promptly a registration statement (the a "Demand Exercise NoticeRegistration") providing for the registration of all Registrable Shares as such Demand Registration Request to all other Holders of record of Registrable SecuritiesHolder shall have demanded be registered. (b) The CompanyAnything in this Agreement to the contrary notwithstanding, subject the Company shall be entitled to Sections 2.3 postpone and 2.6delay, shall include in for a reasonable period of time, not to exceed 45 days (the "Blackout Period"), the filing of any Demand Registration if (xi) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible conducting or about to use a shelf registration) conduct an underwritten public offering of the Registrable Securities securities in which the Company has been so requested Holder is entitled to registerjoin pursuant to Section 3.02 hereof, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall is subject to an existing contractual obligation not be required to cause engage in a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and public offering, or (iii) if the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, in its good faith judgmentimpede, determines that any registration of Registrable Securities should not be made delay or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially otherwise interfere with any material pending or contemplated financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of its subsidiaries any class of securities by the Company, or (eachz) require disclosure of material nonpublic information which, a "Valid Business Reason")if disclosed at such time, would be materially harmful to the interests of the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer existsshareholders; PROVIDED, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, howeverHOWEVER, that the Blackout Period shall terminate upon the completion or abandonment of the relevant securities offering or sale, the termination or expiration of the existing contractual obligation to its underwriters not to engage in a public offering, the completion or abandonment of the relevant financing, acquisition, corporate reorganization or other similar transaction, such time as such Demand Registration shall no longer affect the relevant pending or contemplated offering of securities by the Company, or the public disclosure by the Company or public admission by the Company of such material nonpublic information or such time as such material nonpublic information shall not be permitted to postpone or withdraw a registration statement after publicly disclosed without breach of the last sentence of this subsection (b), as the case may be. After the expiration of any Postponement Blackout Period until six months after the expiration of such Postponement Period and without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statementfurther request from a Holder, the Company shall not, during effect the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession filing of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective relevant Demand Registration and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (cause any such Demand Registration to be declared effective as promptly as practicable unless the Initiating such Holder shall have have, prior to the effective date of such Demand Registration, withdrawn such in writing its initial request, in which case the Company such withdrawn request shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, constitute a Demand Registration for purposes of Section 2.1(c) above)determining the number of Demand Registrations to which such Holder is entitled to hereunder. (fc) The Company, subject Except with respect to Sections 2.3 and 2.6, may elect any request by a Holder for a Demand Registration which is subsequently withdrawn prior to include in any registration statement and offering made pursuant such Demand Registration becoming due to Section 2.1(a), (i) authorized but unissued shares of Common Stock a material adverse change affecting the Company or shares of Common Stock held capital markets generally, or (ii) a notification by the Company as treasury shares and (ii) any other shares of Common Stock which are requested an intention to be included in such file a registration pursuant statement with respect to the exercise of piggyback rights granted by Class A Shares, such Holder shall share equally with the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only all expenses relating to the extent that it is pursuant to and subject to the terms preparation of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such withdrawn Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. (ai) Subject to the terms and conditions of this AgreementSection 2.1(c), at any time and or from time to time after the six-month anniversary of the first date hereofon which the Company shall have effected the registration under the Securities Act of any shares of Common Stock, the one or more Holders shall have the right to require the Company to file a registration statement under the Securities Act covering all or any part of their Registrable Securities with an aggregate value of $10,000,000 or greater (based on six (6) separate occasions in the aggregatemarket price of the Common Stock as of the date of the Demand Registration Request), by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof (including, but not limited to, an underwritten offering)thereof. All such requests by any Holder pursuant to this Section 2.1(a2.1(a)(i) are referred to herein as "“Demand Registration Requests," and ” the registrations so requested are referred to herein as "“Demand Registrations" (with respect to any Demand Registration, ” and the Holder Holders making such demand for registration being are referred to as the "“Initiating Holder"). Holders.” As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "a “Demand Exercise Notice"”) of such Demand Registration Request to all other Holders of record of Registrable Securities. (bii) The Company, subject to Sections 2.3 and 2.62.7, shall include in a Demand Registration (xA) the Registrable Securities of the Initiating Holder Holders and (yB) the Registrable Securities of any other Holder which of Registrable Securities that shall have made a written request to the Company within the time limits specified below for inclusion in such registration (which together with the Initiating Holders, the “Participating Holders”). Any such request shall from the other Holders must be delivered to the Company within 15 days after the receipt of the Demand Exercise Notice and must specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Noticeother Holders. (ciii) The Company shallCompany, as expeditiously as possiblepossible but subject to Section 2.1(c), shall use its commercially reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which that the Company has been so requested to register, register for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (db) Registrations under this Section 2.1 shall be on such appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof, which form shall be selected by the Company and shall be reasonably acceptable to the Majority Participating Holders. (c) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: : (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be filed within 90 days or to be declared effective within a period of 180 days after the effective date of any other registration statement of the Company effected filed pursuant to the Securities Act; (ii) if, in connection with a Demand Registration Request; and (iii) if the Board opinion of Directors of outside counsel to the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities not otherwise then required by law to be publicly disclosed and, in the good faith judgment of the Company and board of directors of the Company, such disclosure at that time would be materially detrimental is reasonably likely to the Company and its stockholders or (B) materially interfere with adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries otherwise have a material adverse effect on the Company (each, a "“Valid Business Reason"”), the Company may postpone or withdraw a filing of a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement Request until such Valid Business Reason no longer exists, but in no event shall the Company avail itself of such right for more than three months 90 days, in the aggregate, in any period of 365 consecutive days (such period of postponement or withdrawalwithdrawal under this clause (ii), the "“Postponement Period"”); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that and (iii) the Company shall not be permitted obligated to postpone or withdraw a registration statement after effect more than five Demand Registrations under Section 2.1(a) for benefit of the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) Holders. If the Company shall give any notice of postponement or withdrawal of any registration statementstatement pursuant to clause (ii) above, the Company shall not, not register any equity security of the Company during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iiiii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticestatement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court2.1(a)(i), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later more than three months 90 days after the date of the postponement or withdrawal), the Company shall use its commercially reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above)2.1. (fd) The Company, subject to Sections 2.3 and 2.62.7, may elect to include in any registration statement and offering made pursuant to Section 2.1(a2.1(a)(i), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which that are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which that are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("“Additional Piggyback Rights") ”); provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating HolderParticipating Holders. (e) A Holder may withdraw its Registrable Securities from a Demand Registration at any time. If all such Holders do so, the Company shall cease all efforts to secure registration and such registration nonetheless shall be deemed a Demand Registration for purposes of this Section 2.1 unless (i) the withdrawal is made following withdrawal or postponement of such registration by the Company pursuant to a Valid Business Reason as contemplated by Section 2.1(c), (ii) the withdrawal is based on the reasonable determination of the Holders who requested such registration that there has been, since the date of the Demand Registration Request, a material adverse change in the business or prospects of the Company or (iii) the Holders who requested such registration shall have paid or reimbursed the Company for all of the reasonable out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration. (f) A Demand Registration shall not be deemed to have been effected and shall not count as such (i) unless a registration statement with respect thereto has become effective and has remained effective for a period of at least 180 days or such shorter period during which all Registrable Securities covered by such Registration Statement have been sold or withdrawn, or, if such Registration Statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriter(s), is required by law for delivery of a prospectus in connection with the sale of Registrable Securities by an underwriter or dealer, (ii) if, after the registration statement with respect thereto has become effective, it becomes subject to any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason, (iii) if it is withdrawn by the Company pursuant to a Valid Business Reason as contemplated by Section 2.1(c) or (iv) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Demand Registration are not satisfied, other than solely by reason of some act or omission of the Participating Holders. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to Company may designate the lead managing underwriter in connection with such registration and each other managing underwriter for such registration; provided that the lead managing underwriter and , provided, that, in each case, each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating HolderMajority Participating Holders.

Demand Registrations. (a) Subject to the terms and conditions hereof, solely during any period that the Company is then ineligible under Law to register Registrable Securities on a registration statement on Form S-3 or any successor form thereto (“Form S-3”), or if the Company is so eligible but has failed to comply with its obligations under Section 2.3, any Demand Shareholders (“Requesting Shareholders”) shall be entitled to make no more than four (4) written requests of the Company (each, a “Demand”) for registration under the Securities Act of an amount of Registrable Securities then held by such Requesting Shareholders that equals or is greater than the Registrable Amount (a “Demand Registration” and such registration statement, a “Demand Registration Statement”). Thereupon, the Company shall, subject to the terms of this Agreement, at any time and from time to time after file the date hereof, the Holders shall have the right to require the Company to file a registration statement under the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten 30 days after receipt of a Demand Registration Request, the Company and shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its commercially reasonable best efforts to (x) effect such the registration as promptly as practicable under the Securities Act of: (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registrationi) of the Registrable Securities which the Company has been so requested to register, register by the Requesting Shareholders for distribution disposition in accordance with such the intended method of distributiondisposition stated in such Demand; (ii) all other Registrable Securities which the Company has been requested to register pursuant to Section 2.1(b), but subject to Section 2.1(g); and (iii) all shares of Company Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 2.1, but subject to Section 2.1(g); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and (y) if requested by AIHLthe additional shares of Company Common Stock, if AIHL is participating in such registrationany, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registrationbe so registered. (db) The A Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitationsshall specify: (i) with respect to any registration in respect the aggregate number of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; requested to be registered in such Demand Registration, (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period intended method of 180 days after the effective date of any registration statement of the Company effected disposition in connection with a such Demand Registration Request; Registration, to the extent then known, and (iii) if the Board of Directors identity of the CompanyRequesting Shareholder(s). Within five (5) days after receipt of a Demand, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination such Demand to postpone or withdraw all other holders of Registrable Securities. The Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a registration statement and of the fact that the Valid Business Reason written request for such postponement or withdrawal no longer exists, in each case, promptly inclusion therein within five (5) days after the occurrence thereof; providedCompany’s notice required by this paragraph has been given, howeverprovided that if such five (5) day period ends on a day that is not a Business Day, that such period shall be deemed to end on the Company next succeeding Business Day. Each such written request shall comply with the requirements of a Demand as set forth in this Section 2.1(b). (c) A Demand Registration shall not be permitted deemed to postpone have been effected (i) unless the Demand Registration Statement with respect thereto has become effective and has remained effective for a period of at least one hundred five (105) days or withdraw such shorter period in which all Registrable Securities included in such Demand Registration have actually been sold or otherwise disposed of thereunder (provided, that such period shall be extended for a registration statement after the expiration period of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during time equal to the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder the holders of Registrable Securities agrees that, upon receipt of refrain from selling any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to securities included in such registration statement and, if so directed by at the Company, will deliver request of the Company or the lead managing underwriter(s) pursuant to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession provisions of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iiithis Agreement) or as a result of (ii) if, after it has become effective, such Demand Registration becomes subject, prior to one hundred five (105) days after effectiveness, to any stop order, injunction or other order or requirement of the SEC Commission or other Governmental Authority, other than by reason of any other governmental agency act or court), omission by the applicable Selling Shareholders. (d) Demand Registrations shall be on such appropriate registration form of the Commission as shall be selected by the Company and reasonably acceptable to the Requesting Shareholders. (e) The Company shall not be considered obligated to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of i) subject to Section 2.1(c) above) until ), maintain the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement effectiveness of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration statement under the Securities Act filed pursuant to a Demand Registration for a period longer than one hundred five (105) days or (ii) effect any Demand Registration (A) within ninety (90) days of a “firm commitment” Underwritten Offering in which all Demand Shareholders were offered “piggyback” rights pursuant to Section 2.2 (subject to Section 2.2(b)) and at least fifty percent (50%) of the number of Registrable Securities covered requested by such Demand Shareholders to be included in such Underwritten Offering were included, (B) within ninety (90) days of the completion of any other Demand Registration (including, for the avoidance of doubt, any Underwritten Offering pursuant to any Shelf Registration Statement), (C) within ninety (90) days of the completion of any other Underwritten Offering by the withdrawn Company or postponed any shorter period during which the Company has agreed not to effect a registration statement or public offering of securities (in accordance with this Section 2.1 each case only to the extent that the Company has undertaken contractually to the underwriters of such Underwritten Offering not to effect any registration or public offering of securities), or (unless the Initiating Holder shall have withdrawn such requestD) if, in which case the Company’s reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration because of the unavailability of audited or other required financial statements of the Company or any other Person required to be included or incorporated by reference in the Demand Registration Statement; provided, that the Company shall not be considered use its commercially reasonable efforts to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above)obtain such financial statements as promptly as practicable. (f) The Company shall be entitled to (i) postpone (upon written notice to the Demand Shareholders) the filing or the effectiveness of a registration statement for any Demand Registration, (ii) cause any Demand Registration Statement to be withdrawn and its effectiveness terminated and (iii) suspend the use of the prospectus forming the part of any Demand Registration Statement, in each case in the event of a Blackout Period until the expiration of the applicable Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that, subject to Sections 2.3 Law, it shall keep the fact of any such notice strictly confidential, and 2.6shall promptly halt any offer, may elect sale, trading or other Transfer (but excluding for this purpose any pledge or grant of a security interest that is in effect at the time of delivery of such notice) of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Demand Registration Statement, each prospectus included therein, and any amendment or supplement thereto for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company). (g) If, in connection with a Demand Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its (their) good faith opinion, the inclusion of all of the securities sought to be registered in connection with such Demand Registration would adversely affect the success thereof, then the Company shall include in any such registration statement only such securities as the Company is advised by such lead managing underwriter(s) can be sold without such adverse effect as follows and offering made pursuant to Section 2.1(a), in the following order of priority: (i) authorized but unissued shares first, up to the number of Common Stock or shares of Common Stock held Registrable Securities requested to be included in such Demand Registration by the Company as treasury shares and Demand Shareholders, which, in the opinion of the lead managing underwriter(s), can be sold without adversely affecting the success thereof, pro rata among such Demand Shareholders on the basis of the number of such Registrable Securities requested to be included by such Demand Shareholders; (ii) any second, securities the Company proposes to sell; and (iii) third, all other shares securities of Common Stock which are the Company duly requested to be included in such registration pursuant statement, pro rata on the basis of the amount of such other securities requested to be included or such other allocation method determined by the Company. (h) Any time that a Demand Registration involves an Underwritten Offering, the Requesting Shareholder(s) shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the exercise offering of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") such Registrable Securities; provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to investment banker(s) and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (gmanager(s) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both acceptable to the Company and (such acceptance not to the Initiating Holderbe unreasonably withheld, conditioned or delayed).

Demand Registrations. (a) Subject to the terms and conditions of this AgreementIf, at any time after one year after a Qualified Initial Public Offering, and from time subject to time after Section 10.5, (i) a Limited Partner or any Affiliate of such Limited Partner (including for purposes of this Section 10.1, any Person that is an Affiliate of a Limited Partner at the date hereofhereof notwithstanding that it may later cease to be an Affiliate of such Limited Partner) holds Limited Partnership Interests that it desires to sell and (ii) 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 of Limited Partnership Interests (each, a “Holder”) to dispose of the number of Limited Partnership Interests it desires to sell without registration under the Securities Act, then at the option and upon the request of the Holder, the Holders 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 Limited Partnership Interests covered by such registration statement have the right to require the Company to file been sold, a registration statement under the Securities Act covering all or any part registering the offering and sale of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities Limited Partnership Interests specified by the Holder (including Limited Partnership Interests eligible to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration sold pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"144), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company Partnership shall not be permitted required to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other effect more than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether two registrations pursuant to Section 2.1(d)(iii10.1 and Section 10.2 at the request of Adena or more than one registration pursuant to Section 10.1 and Section 10.2 at the request of each of Western Pocahontas, Great Northern and New Gauley; provided further, however, that if the General Partner determines that the requested registration would be materially detrimental to the Partnership and its Partners because such registration would (x) or as materially interfere with a result of any stop ordersignificant acquisition, injunction reorganization or other order similar transaction involving the Partnership, (y) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or requirement of (z) render the SEC or any other governmental agency or court)Partnership unable to comply with requirements under applicable securities laws, then the Company Partnership shall not be considered have the right to have effected an effective postpone such requested registration for the purposes a period of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later more than three months after the date receipt of the postponement or withdrawal)Holder’s request, use such right pursuant to this Section 10.1 and Section 10.2 not to be utilized more than twice in any twelve-month period. At the Partnership’s election, the Partnership may satisfy its reasonable best efforts to effect the obligations under this Section 10.1 with a “shelf” registration statement on an appropriate form under Rule 415 under the Securities Act of the Registrable Securities covered or any similar rule that may be adopted by the withdrawn or postponed Commission. Except as provided in the first sentence of this Section 10.1, the Partnership shall be deemed not to have used all commercially reasonable efforts to keep the registration statement effective during the applicable period if it voluntarily takes any action that would result in accordance Holders of Limited Partnership Interests covered thereby not being able to offer and sell such Limited Partnership Interests at any time during such period, unless such action is required by applicable law. In connection with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise first sentence of piggyback rights granted by this Section 10.1, the Company after Partnership shall (i) promptly prepare and file (A) such documents as may be necessary to register or qualify the date hereof which are not inconsistent with securities subject to such registration under the rights granted in, or otherwise in conflict with securities laws of such states as the terms of, this Agreement ("Additional Piggyback Rights") Holder shall reasonably request; provided, however, that no such inclusion qualification shall be permitted required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such registration, and (B) such documents as may be necessary to apply for listing or to list the Limited Partnership Interests subject to such registration on such national securities exchange or national quotation system on which the Limited Partnership Interests are listed or quoted for trading as such Holder shall reasonably request, and (ii) do any and all other acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Limited Partnership Interests in such states. Except as set forth in Section 10.4, all expenses incurred in connection with one and only one registration and offering demanded by Adena pursuant to this Section 10.1 or Section 10.2 (other than the underwriters’ and brokers’ discounts and commissions and fees and disbursements of counsel for the Holders), including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, reasonable fees and expenses of counsel to the extent that it is pursuant to Partnership (selected by the General Partner) and subject to the terms of the underwriting agreement or arrangements, reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), entered into shall be paid by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offeringPartnership, if AIHL is participating in such Demand Registration, then AIHL shall have without reimbursement by the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the CompanyHolders, it being understood and agreed that either thereafter all expenses incurred in connection with any other registration and offering demanded pursuant to this Section 10.1 or Section 10.2, including without limitation underwriters’ and brokers’ discounts and commissions relating to Limited Partnership Interests included in such registration by each Holder participating in such offering, all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, fees and expenses of Xxxxxxx Xxxxx & Co. or Credit Suisse counsel for such Holders, reasonable fees and expenses of one counsel to the Partnership (selected by the General Partner), and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be deemed to be satisfactory to borne by the Companyparticipating Holders. If AIHL is not Each Holder participating in the Demand Registration, then registration and offering pursuant to this Section 10.1 and each Holder participating in such registration and offering pursuant to Section 10.3 shall bear such Holder’s proportionate share (based on the Company shall have the right to designate the lead managing underwriter for total amount of Limited Partnership Interests included in such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected ) of all expenses payable by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holderparticipating Holders.

Demand Registrations. (a) Subject If requested by the underwriters for any Underwritten Offering requested by holders of Registrable Securities pursuant to a Registration under Section 2.1, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the terms and conditions Company, holders of this Agreement, at any time and from time to time after a majority of the date hereof, the Holders shall have the right to require the Company to file a registration statement under the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration underwriting, and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distributionunderwriters, and (y) if requested to contain such representations and warranties by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at other terms as are generally prevailing in agreements of that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreementtype, including, without limitation, for purposes indemnities no less favorable to the recipient thereof than those provided in Section 2.8. The holders of Section 2.1(c) above). (f) The Company, subject the Registrable Securities proposed to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held be distributed by such underwriters will cooperate with the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms negotiation of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory will give consideration to the Company, it being understood and agreed that either reasonable suggestions of Xxxxxxx Xxxxx & Co. or Credit Suisse the Company regarding the form thereof. Such holders of Registrable Securities to be distributed by such underwriters shall be deemed parties to be satisfactory to such underwriting agreement and may, at their option, require that any or all of the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holderrepresentations and warranties by, and the Initiating Holder other agreements on the part of, the Company to and for the benefit of such underwriters shall have also be made to and for the right benefit of such holders of Registrable Securities and that any or all of the conditions precedent to designate one managing underwriter the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Any such holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than the lead managing underwriter in representations, warranties or agreements regarding such holder, such holder's Registrable Securities, such holder's intended method of distribution and any such registration, provided that such managing underwriter selected other representations required by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holderlaw.

Demand Registrations. (a) Subject to the terms and conditions of this Agreement, at any time and from time to time after the date hereof, the The Holders shall have the right to require right, commencing on the Company to file a registration statement under first anniversary of the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, date hereof by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") given to the Company, to request the Company to register under and in accordance with the provisions of the Securities Act all or part of the Registrable Securities designated by such Holders (a "Demand Registration"). Upon receipt of any such Demand Registration Request to Notice from any Holder, the Company will promptly notify all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of such Demand Notice and allow them the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts opportunity to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the include Registrable Securities which held by them in the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested proposed registration by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The submitting their own Demand Registration rights granted in Section 2.1(a) Notice. Notwithstanding anything herein to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHLcontrary, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause honor a registration request for a Demand Registration if the Registrable Securities requested by the initiating Holders to be so registered does not constitute at least one million shares (or any lesser number constituting all of the then-remaining shares) of Common Stock (subject to adjustment in the event of any reclassification, recapitalization, stock split, combination or exchange of the Common Stock, or any dividend on the Common Stock payable in stock or other securities). The Holders shall not be entitled to make a Demand Notice prior to six months following the last date the Company is required to keep a previously demanded Registration Statement effective pursuant to Section 2.1(a2(d) hereof. (b) Subject to paragraph (a) above, as soon as practicable, but in any event within 60 days of the date on which the Company first receives a Demand Notice pursuant to Section 2(a) hereof, the Company shall file with the Commission a Registration Statement on the appropriate form for the registration and sale of the total number of Registrable Securities specified in such Demand Notice in accordance with the intended method or methods of distribution specified by the Holders in such Demand Notice. Subject to paragraph (h) below, the Company may include in such registration other securities for sale for its own account or for the account of any other holders of Common Stock ("Other Security Holders"). The Company shall use reasonable best efforts to cause such Registration Statement to be declared effective within a period of 180 days after by the effective date Commission as soon as reasonably practicable. (c) Subject to Section 2(d), upon the occurrence of any registration statement of event that would cause the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either Statement (A) require under applicable law disclosure of to contain a material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders misstatement or omission or (B) to be not effective and usable for resale of Registrable Securities during the period that such Registration Statement is required to be effective and usable, the Company shall file an amendment to the Registration Statement as soon as reasonably practicable, in the case of clause (A), correcting any such misstatement or omission and, in the case of either clause (A) or (B), use reasonable best efforts to cause such amendment to be declared effective and such Registration Statement to become usable as soon as reasonably practicable thereafter. (d) The Company agrees to use reasonable best efforts to keep any Registration Statement filed pursuant to this Section 2 continuously effective and usable for the sale of Registrable Securities (i) until 180 days from the date on which the Commission declares such Registration Statement effective, or (ii) until all the Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement, if earlier, in either case as such period may be extended pursuant to this Section 2. Notwithstanding the foregoing, the Company shall have the right to delay the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 2, or to suspend the use of any Registration Statement, for a period not in excess of 90 days (a "Delay Period") if any executive officer of the Company determines that in such executive officer's reasonable judgment and good faith the registration and distribution of the Registrable Securities covered or to be covered by such Registration Statement would materially interfere with any material pending financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), or would require disclosure of any other material corporate development that the Company may postpone filing a registration statement relating is not otherwise required or prepared to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, disclose. The Company will promptly give the "Postponement Period"); and the Company shall give Holders written notice of its such determination to postpone or withdraw a registration statement and an approximation of the fact that period of the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereofanticipated delay; provided, however, that the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of (x) 180 days minus (y) the number of days occurring during all Interruption Periods (as defined in Section 5(o) hereof) during such consecutive 12 months. Each Holder agrees to cease all public disposition efforts under such Registration Statement with respect to Registrable Securities held by such Holder immediately upon receipt of notice of the beginning of any Delay Period. The Company shall not provide written notice to the Holders of the end of each Delay Period. The time period for which the Company is required to maintain the effectiveness of a Registration Statement referred to above shall be permitted extended by the aggregate number of days of all Delay Periods and Interruption Periods affecting such Registration, and such period and any extension thereof is hereinafter referred to postpone or withdraw a registration statement after as the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL"Effectiveness Period." (e) If the The Company shall give not enter into any notice of postponement or withdrawal of agreement granting any Other Security Holder piggyback rights to include such Other Security Holder's securities in any registration statement, in which the Company shall not, during Holders have the period of postponement or withdrawal, register any Common Stock, other than pursuant right to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of include Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant on a priority basis more favorable to such registration statement and, if so directed by the Company, will deliver Other Security Holder than is provided to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether Holders pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above3(b). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include Holders of a majority in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares number of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested Registrable Securities to be included in such registration a Demand Registration pursuant to this Section 2 may, at any time prior to the exercise effective date of piggyback rights granted the Registration Statement in respect thereof, revoke such request by providing a written notice to the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") to such effect; provided, however, that any such inclusion revocation shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, counted as a demand under this section if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then revocation occurs after the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holderhas filed a registration statement.

Demand Registrations. (a) Subject to the terms provisions of Section 2.1, this Section 3.1 and conditions of this AgreementSection 3.5, at any time and Demand Holder (the “Initiating Holders”) may from time to time after the date hereof, the Holders shall have the right to require the Company to file make a written request (a “Demand Request”) for (i) registration statement under the Securities Act covering on Form S-1 or any similar long-form registration statement of all or any part portion of their Registrable Securities on six or (6ii) separate occasions in if the aggregateIssuer is then eligible to use Form S-3, by delivering a written request therefor to Shelf Registration of all or any portion of Registrable Securities under the Company specifying Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be included in registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of distribution thereof (including, but not limited to, an underwritten offering)disposition. All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The CompanyIssuer shall, subject to Sections 2.3 the provisions of this Article III and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify other Parties’ compliance with their obligations under the maximum number provisions of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possiblethis Agreement, use its reasonable best efforts to (x) effect such file a registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the statement registering all Registrable Securities which the Company has been so requested to register, included in such Demand Request for distribution disposition in accordance with such the intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the methods set forth therein as promptly as possible following limitations: (i) with respect to any registration in respect receipt of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company Request. The Issuer shall not be required use its reasonable best efforts to cause such Registration Statement, including in the case of a registration pursuant to Section 2.1(a) Shelf Registration, a subsequent Registration Statement, to be declared effective within a period as soon as practicable after filing and to remain effective until the earlier of 180 (a) ninety (90) days after following the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Companyon which it was declared effective, in its good faith judgment, determines that any registration the case of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than an underwritten offering pursuant to a registration statement on Form S-4 or S-8 S-1 and (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iiib) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act on which all of the Registrable Securities covered by the withdrawn or postponed registration statement thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 2.1 (unless 3.1, the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion Demand Holders shall be permitted only entitled to the extent that it is pursuant to and subject to the terms request an unlimited number of the underwriting agreement or arrangements, if any, entered into by the Initiating HolderDemand Registrations. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. (a) Subject For any Underwritten Offering pursuant to Section 9.1 above, a majority in interest of the terms and conditions of this Agreement, at any time and from time to time after the date hereof, the Initiating Holders shall will have the right to require select the managing underwriter(s) or underwriters to administer such offering (but subject to the Company’s reasonable approval). If requested by the underwriters, the Company to file a registration statement under the Securities Act covering all or any part of their and each Registrable Securities on six (6) separate occasions Holder participating in such registration will enter into an underwriting agreement with the managing underwriter(s), such agreement to be reasonably satisfactory in substance and form to the Company, the Initiating Holders and the underwriters, and, unless consented to by Initiating Holders, to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 9.14. The Company will cooperate with the Registrable Securities Holders of the Registrable Securities proposed to be distributed by such underwriters in any such Underwritten Offering in the aggregatenegotiation of the underwriting agreement, by delivering a written request therefor and the Purchaser will give consideration to the reasonable suggestions of the Company specifying regarding the number form thereof. Such Registrable Securities Holders of the Registrable Securities to be included in distributed by such registration underwriters will be parties to such underwriting agreement, which underwriting agreement will, unless consented to by the Initiating Holders, (i) contain such representations and warranties by, and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and other agreements on the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Requestpart of, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Companyas are customarily made by issuers in underwritten public offerings, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of provide that any registration statement or all of the Company effected in connection with a Demand Registration Request; conditions precedent to the obligations of such underwriters under such underwriting agreement also will be conditions precedent to the obligations of such Registrable Securities Holders, and (iii) if the Board of Directors of the Companycontain such representations and warranties by, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of other agreements on the fact that the Valid Business Reason for such postponement or withdrawal no longer existspart of, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered Holders as are customarily made by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but selling stockholders in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above)underwritten public offerings. (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. Following the termination of the Initial Lock-Up Term, if a Shelf Registration Statement covering Registrable Securities pursuant to Section 7.2 is not effective (a) Subject to other than as permitted in accordance with this Section 7), any Holder may request in writing that all or part of the terms and conditions of this Agreement, at any time and from time to time after the date hereof, the Holders Registrable Securities held by them shall have the right to require the Company to file a registration statement be registered under the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "“Demand Registration RequestsRequest," ” and the registrations so requested are referred to herein as "such Registration Statement, a “Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"Registration Statement”). As promptly as practicable, but practicable and no later than ten days twenty (20) Business Days after receipt of a such Demand Registration Request, the Company shall give written notice (register all Registrable Securities that have been requested to be registered in the "Demand Exercise Notice") of such Demand Registration Request Request. The Company will use commercially reasonable efforts to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) maintain the Registrable Securities effectiveness of the Initiating Holder and (y) Registration Statement filed pursuant to this Section 7.3 from once it is declared effective until the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt earlier of the Demand Exercise Notice. date that (ci) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) all of the Registrable Securities which the Company has have been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating sold pursuant to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; Statement or (ii) such Registrable Securities cease to be Registrable Securities. If Form S-3 is available to the Company, the Company shall not be required to cause a registration pursuant effect more than two (2) registrations in any twelve (12) month period under this Section 7.3, and if Form S-3 is not available to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts required to effect the more than one (1) registration in any twelve (12) month period under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless 7.3. In addition, notwithstanding the Initiating Holder shall have withdrawn such requestforegoing, in which case the Company shall not be considered have an obligation to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), file a Demand Registration Statement unless (i) authorized but unissued shares if Form S-3 is available to the Company, the Demand Registration Request relates to Registrable Securities having an expected market value of Common Stock or shares of Common Stock held by the Company as treasury shares at least $30,000,000, and (ii) if Form S-3 is not available to the Company, the Demand Registration Request relates to Registrable Securities having an expected market value of at least $75,000,000. Notwithstanding any other provision of this Section 7.3, if the managing underwriter advises the Holders, as applicable, in writing that marketing factors require a limitation on the dollar amount or the number of shares to be underwritten, then the amount of Common Stock Registrable Securities proposed to be registered shall be reduced appropriately; provided that, in any event, all Registrable Securities held by the Investors and which are requested to be included must be included in such registration pursuant prior to the exercise any other shares of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter including shares held by persons other than the lead managing underwriter Investors. The Company shall not register securities for sale for its own account in any such registration, provided that such managing underwriter selected registration requested pursuant to this Section 7.3 unless permitted to do so by the Initiating Holder is reasonably satisfactory to written consent of the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holderparticipating Holders.

Demand Registrations. (ai) Subject to the terms and conditions of this AgreementSection 2.1(b), at any time and from time to time after the date hereofof this Agreement, the Majority Holders shall have the right to require the Company to file a registration statement under the Securities Act covering all or any part a portion of their the Registrable Securities on six (6) separate occasions in the aggregateSecurities, by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof (including, but not limited to, an underwritten offering)thereof. All such requests by the Majority Holders pursuant to this Section 2.1(a2.1(a)(i) are referred to herein as "“Demand Registration Requests," ”, and the registrations so requested are referred to herein as "“Demand Registrations" ” (with respect to any Demand RegistrationRegistration Request, the Holder or Holders making such demand for registration Demand Registration Request being referred to as the "“Initiating Holder"Holders”). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "“Demand Exercise Notice"”) of such Demand Registration Request (including the intended method of distribution) to all other Holders of record of Registrable SecuritiesHolders. (bii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder Holders and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration Demand Registration (together with the Initiating Holders, the “Participating Holders”) (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such HolderParticipating Holders) within 10 60 days after the receipt by the Holder of the Demand Exercise NoticeNotice (or 30 days if, at the request of the Initiating Holders, the Company states in such Demand Exercise Notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form F-3). (ciii) The Company shall, as expeditiously as possiblepossible but subject to Section 2.1(b), use its commercially reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested by the Participating Holders to register, for distribution in accordance with such the intended method of distribution, distribution specified by the Initiating Holders and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registrationMajority Participating Holders, obtain acceleration of the effective date of the registration statement relating to such registration. (db) The Notwithstanding anything to the contrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration statement pursuant to Section 2.1(a2.1(a)(i) to be filed, or to be declared effective effective, within a period of 180 90 days after the effective date of any other registration statement of the Company effected filed pursuant to the Securities Act (excluding any registration on Form F-4 or Form S-8 (or otherwise in connection with any employee benefits plan) or any “shelf” registration) or, in either case, within any longer period of time, subject to the Company’s compliance with Section 4.8, during which the Company may be restricted from filing or having declared effective a Demand Registration Requestregistration statement or the Participating Holders may be restricted from selling any of their Registrable Securities; and (iiiii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction or event involving the Company or any of its subsidiaries (each, a "“Valid Business Reason"”), the Company may postpone filing filing, or may withdraw, or not seek to bring effective, a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement Request until such Valid Business Reason no longer exists, but in no event shall the Company avail itself of such right for more than three months 90 days, in the aggregate, in any period of 365 consecutive days (such period of postponement or withdrawalwithdrawal under this clause (ii), the "“Postponement Period"”); and the Company shall give written notice to the relevant Participating Holders of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that and (iii) the Company shall not be permitted required to postpone or withdraw effect a Demand Registration unless the Registrable Securities to be included in such registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL.either (eA) have an aggregate anticipated offering price of at least $20 million (based on the then-current market price of the Common Shares) or (B) consist of all remaining Registrable Securities held by the relevant Initiating Holders. If the Company shall give any notice of postponement or withdrawal of any registration statementstatement pursuant to clause (b)(ii) of this Section, the Company shall not, during the period of postponement or withdrawal, register any Common Stockequity security of the Company, other than (x) pursuant to a registration statement related to the Valid Business Reason contemplated by the Company’s notice to the relevant Participating Holders of its determination to postpone or withdraw a registration statement or (y) pursuant to a registration statement on Form S-4 F-4 or Form S-8 (or an equivalent registration form then otherwise in effectconnection with any employee benefits plan). Each Participating Holder of Registrable Securities agrees that, upon receipt of any receiving notice from the Company that the Company has determined to withdraw withdrawn any registration statement pursuant to clause (iiib)(ii) aboveof this Section, such Holder it will (x) discontinue its disposition of Registrable Securities pursuant to such registration statement and, and (y) if so directed by the Company, will deliver to the Company (at the Company's ’s expense) all copies, other than permanent file copies, then in such Holder's its possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a2.1(a)(i) (whether pursuant to Section 2.1(d)(iiiclause (ii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the notice notifying the relevant Participating Holders of the postponement or withdrawal), use its commercially reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (fc) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), 2.1(a)(i): (i) authorized but unissued shares of Common Stock or shares of Shares; (ii) Common Stock Shares held by the Company as treasury shares shares; and (iiiii) any other shares of Common Stock Shares which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("“Additional Piggyback Rights") ”); provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holderrelevant Participating Holders. (gd) In connection with With respect to any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL the Initiating Holders shall have the right to designate the lead managing underwriter in connection with such registration and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that no such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory objectionable to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. Subsequent to July 1, 2015, the Holders’ Representative shall have the right by delivering a written notice to the Company (aa “Demand Notice”) Subject to require the Company to, pursuant to the terms and conditions of this Agreement, at any time register under and from time to time after in accordance with the date hereof, the Holders shall have the right to require the Company to file a registration statement under provisions of the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities owned by the Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the number of Registrable Securities requested to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and is at least two million (2,000,000) Common Shares, subject to adjustment for stock splits, stock dividends, reclassifications, recapitalizations, mergers, share exchanges, reorganizations, consolidations, or similar events. A Demand Notice shall also specify the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, expected method or methods of disposition of the Holder making such demand for registration being referred to as the "Initiating Holder")applicable Registrable Securities. As promptly as practicable, but no later than ten days after Following receipt of a Demand Registration RequestNotice, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (includingfile, without limitationas promptly as reasonably practicable, but not later than 60 days with respect to any underwritten offering, or 30 days with respect to any other offering, after receipt by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible of such Demand Notice (subject to use paragraph (e) of this Section 2.1), a shelf registration) Registration Statement relating to the offer and sale of the Registrable Securities which the Company has been so requested to register, for distribution be included therein by the Holders thereof in accordance with the methods of distribution elected by such intended method of distribution, and Holders (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The a “Demand Registration rights granted in Section 2.1(aStatement”) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration cause such Registration Statement to be declared effective under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company promptly as practicable after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holderfiling thereof. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. (a) Subject to the terms and conditions of this Agreement, at At any time and from time to time after the date hereoftime, the Holders Holders’ Representative shall have the right by delivering one or more written notices to the Company (each, a “Demand Notice”) to require the Company to, pursuant to file a registration statement the terms of this Agreement, register under and in accordance with the provisions of the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities owned by Holders and requested by such Demand Notice to be included in such registration so registered (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the amount of Registrable Securities requested to be registered is either (i) at least 20% of the aggregate number of Registrable Securities then held by all Holders or (ii) reasonably expected to generate aggregate gross proceeds on sale (prior to deducting underwriting discounts and commissions and offering expenses) of at least $25 million. A Demand Notice shall also specify the intended expected method or methods of distribution thereof (includingdisposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall file, as promptly as reasonably practicable, but not limited tolater than, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (60 days with respect to any Demand Registrationunderwritten offering, the Holder making such demand for registration being referred or 30 days with respect to as the "Initiating Holder"). As promptly as practicableany other offering, but no later than ten days after receipt of a Demand Registration Request, by the Company shall give written notice (the "Demand Exercise Notice") of such Demand Notice (subject to paragraph (e) of this Section 2.1), a Registration Request Statement relating to all other the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of record of Registrable Securitiesdistribution elected by such Holders (a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) The CompanyNo securities shall be included under any Demand Registration Statement related to an underwritten offering without the written consent of the Holders’ Representative, subject except Registrable Securities requested to Sections 2.3 and 2.6be included therein pursuant to Section 2.1(a). Subject to the preceding sentence, shall include in if any of the Registrable Securities registered pursuant to a Demand Registration (xare to be sold in a firm commitment underwritten offering, and the managing underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the amount, price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such offering the number or dollar amount of the Initiating Holder and (y) the Registrable Securities and such Other Securities that in the opinion of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities intended to and Other Securities shall be disposed allocated for inclusion as follows: (i) first, the Registrable Securities for which inclusion in such demand offering was requested by the Holders, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; and (ii) within 10 days after second, among any holders of Other Securities, pro rata, based on the receipt number of the Demand Exercise NoticeOther Securities Beneficially Owned by each such holder. (c) The Holders collectively shall be entitled to request no more than three Demand Registrations of the Company, and in no event shall the Company shallbe required to effect more than one Demand Registration in any six month period. (d) In the event of a Demand Registration, as expeditiously as possible, the Company shall use its reasonable best efforts to (x) effect such registration under maintain the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) continuous effectiveness of the Registrable Securities which the Company has been so requested to register, applicable Registration Statement for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days at least one year after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. For the avoidance of any registration statement doubt, the foregoing sentence is not intended to limit the obligation of the Company effected to maintain the continuous effectiveness of the Short-Form Registration contemplated by Section 2.1(h) as required by Section 2.1(h). (e) The Company shall be entitled to postpone (but not more than once in connection with any six-month period), for a reasonable period of time not in excess of 60 days (and not for periods exceeding, in the aggregate, 90 days during any twelve-month period), the filing or initial effectiveness of, or suspend the use of, a Demand Registration Request; Statement if the Company delivers to the Holders’ Representative a certificate signed by both the Chief Executive Officer and (iii) if Chief Financial Officer of the Company certifying that, in the good faith judgment of the Board of Directors of the Company, in its good faith judgmentsuch registration, determines that any registration of Registrable Securities should not offering or use would reasonably be made expected to materially adversely affect or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any bona fide and imminent material financing, acquisition, corporate reorganization or merger or other transaction involving financing of the Company or any imminent material transaction under consideration by the Company or would require the disclosure of its subsidiaries (eachinformation that has not been, a "Valid Business Reason")and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. (f) The Holders’ Representative shall have the right to notify the Company may postpone filing a registration statement that it has determined that the Registration Statement relating to a Demand Registration Requestbe abandoned or withdrawn, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no which event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone promptly abandon or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHLRegistration Statement. (eg) If No request for registration will count for the Company shall give any notice purposes of postponement or withdrawal of any registration statement, the Company shall not, during limitations in Section 2.1(c) if: (A) the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then Holders’ Representative determines in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined good faith to withdraw any the proposed registration statement pursuant prior to clause (iii) above, such Holder will discontinue its disposition the effectiveness of Registrable Securities pursuant the Registration Statement relating to such registration statement and, if so directed by request due to marketing conditions or regulatory reasons relating to the Company, will deliver (B) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than solely by reason of the applicable Holders having refused to proceed), (C) prior to the Company (sale of at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession least 90% of the prospectus covering such Registrable Securities that was included in effect at the time of receipt of applicable registration relating to such notice. If the Company shall have withdrawn or prematurely terminated a request, such registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of is adversely affected by any stop order, injunction or other order or requirement of the SEC or any other governmental agency Governmental Entity or court, (D) more than 10% of the Registrable Securities requested by the Holders to be included in the registration are not so included pursuant to Section 2.1(b), or (E) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the applicable Holders). Notwithstanding anything to the contrary, the Company shall not be considered will pay all expenses (in accordance with Section 2.8) in connection with any request for registration pursuant to have effected an effective registration for the purposes of this Agreement regardless of whether or not such request counts toward the limitation set forth above. (h) In addition to the foregoing, the Company will use its reasonable best efforts to remain qualified for registration on Form S-3 (including, without limitation, if available, an automatic shelf registration statement for purposes of Section 2.1(ca “well-known seasoned issuer” as defined in Rule 405 under the Securities Act) aboveor any comparable or successor form or forms or any similar short-form registration (“Short-Form Registration”) until and the Company shall have filed file, as promptly as reasonably practicable after the execution and delivery of this Agreement, but not later than 30 days, such Short-Form Registration, which shall constitute a new “shelf” registration statement covering providing for the registration of, and the sale on a continuous or delayed basis (notwithstanding anything to the contrary in Section 2.1(d)) of, the Registrable Securities, pursuant to Rule 415 under the Securities Act, to permit the distribution of the Registrable Securities covered in accordance with the methods of distribution elected by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawnHolders, including by means of an underwritten offering. If Upon filing a Short-Form Registration, the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect keep such Short-Form Registration effective with the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder SEC at all times and any Short-Form Registration shall have withdrawn such requestbe re-filed upon its expiration, in which case and the Company shall not cooperate in any shelf take-down by amending or supplementing the Prospectus related to such Short-Form Registration as may be considered reasonably requested by the Holders’ Representative or as otherwise required, until the Holders no longer hold Registrable Securities (in each case, notwithstanding anything to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of contrary in Section 2.1(c) above2.1(d)). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. (a) Subject to and without limiting any of the terms obligations of the Stockholder set forth in Section 5.1, (i) the Stockholder may request registration under the Securities Act of all or any portion of its Registrable Securities on Form S-1 (excluding a Shelf Registration) or any successor long-form registration statement (“Long-Form Registrations”) subject to and conditions in accordance with Section 4.1(b) and (ii) the Stockholder may, if available, request registration under the Securities Act of this Agreementall or any portion of its Registrable Securities on a shelf registration statement on Form S-3 or any successor short-form registration statement (a “Shelf Registration”), in each case of the foregoing clauses (i) and (ii), to be effective at any time from and following the first anniversary of the date on which the Company completes an IPO (or, in the event that the IPO is not completed prior to November 2, 2023, at any time from and from following the Stockholder’s exercise of the Exchange Right) (subject to the expiration or waiver of the applicable lock-up period relating to such IPO), subject to and in accordance with Section 4.1(b); provided, that (A) the Stockholder shall be entitled to no more than one (1) Shelf Registration during each three (3)-year period and an aggregate of three (3) Shelf Registrations hereunder, (B) the Stockholder shall not be entitled to any Long-Form Registrations at any time to time after the date hereof, the Holders shall have the right to require when the Company is eligible to file effect a registration statement under Shelf Registration and (C) each Shelf Registration must include all of the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions in then held by the aggregate, Stockholder. All registrations requested pursuant to this Section 4.1 by delivering the Stockholder are referred to herein as “Demand Registrations.” Each request for a written request therefor to Demand Registration shall specify the Company specifying the approximate number of Registrable Securities shares requested to be included in such registration registered and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securitiesdistribution. (b) The Company, subject Stockholder shall be entitled to Sections 2.3 and 2.6, shall include demand an aggregate of four (4) underwritten public offerings hereunder whether in the form of Long-Form Registrations or take-downs off a Demand Shelf Registration (xeach, a “Shelf Take-down”) hereunder; provided that (i) the aggregate offering value of the Registrable Securities requested to be registered in any underwritten public offering whether in the form of a Long-Form Registration or Shelf Take-down must be at least two percent (2%) of the Initiating Holder and then-outstanding Company Common Stock (y) or any such lesser amount if all of the Registrable Securities of any other Holder which shall have made a written request held by the Stockholder are requested to the Company for inclusion be included in such registration offering) and (which request ii) the Stockholder shall specify not be entitled to demand an underwritten public offering in the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means form of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and Long-Form Registration if the Company is then eligible to use effect such offering as a shelf registrationShelf Take-down. (c) If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering, then the Company shall include (i) first, all Registrable Securities requested to be sold by the Stockholder in such Demand Registration up to that number of securities that in the opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the Registrable Securities offering and (ii) second, any other securities requested to be included. (d) Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to effect any Demand Registration during any period in which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL and/or AIG is participating in such restricted from effecting a registration, offering or sale of shares of Company Common Stock pursuant to a lock-up or similar agreement entered into in connection with any offering or sale of Company Common Stock registered with the SEC and, if requested by the Initiating HolderCompany or AIG, if AIHL is the Stockholder shall enter into a lock-up or similar agreement with the managing underwriters in connection therewith; provided, that the restriction period thereunder shall not participating in such registration, obtain acceleration of exceed one hundred eighty (180) days after the effective date of the registration statement relating to such registration. Company’s IPO or ninety (d90) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; other public offering, and (iiiii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone the filing or the effectiveness of a registration statement relating to for a Demand Registration Request, or may cause suspend the use of a prospectus that is part of a Shelf Registration (and therefore suspend sales of Registrable Securities thereunder in accordance with Section 4.5(a)) during any Blackout Period; provided that only in such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawalevent, the "Postponement Period"); and the Company Stockholder shall give written notice of its determination be entitled to postpone or withdraw such request for a registration statement and of the fact that the Valid Business Reason for Demand Registration and, if so withdrawn, such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company Demand Registration shall not be permitted to postpone or withdraw a registration statement after count against the expiration total number of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHLLong-Form Registrations and Shelf Take-downs provided for in Section 4.1(b). (e) If any Demand Registration, including any Shelf Take-down, is an underwritten offering, then the Company Stockholder shall give any notice of postponement or withdrawal of any registration statementhave the right to select the managing underwriters to administer such offering, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant which managing underwriters must be reasonably acceptable to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company The IPO shall not be considered deemed to have effected an effective registration be a Demand Registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above)purpose. (f) The CompanyStockholder agrees, subject to Sections 2.3 Section 3.1, to treat as confidential the receipt of any notice hereunder and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only information contained therein to the extent that it such information constitutes material non-public information within the meaning of the federal securities laws, and not to disclose or use any such material non-public information without the prior written consent of the Company until such time as any such material non-public information is pursuant or becomes available to and subject to the public generally (other than as a result of disclosure by the Stockholder or any of the Stockholder Representatives in breach of the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holderthis Agreement). (g) In connection with For so long as the Stockholder holds any Demand Registration that is an underwritten offeringRegistrable Securities, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to its Affiliates shall not, without the Initiating HolderStockholder’s prior written consent, enter into any Contract providing another Person with registration rights that would conflict with the provisions of this Article IV.

Demand Registrations. (ai) Subject to the terms and conditions of this AgreementSection 2.1(c), at any time and or from time to time after the date hereofEffective Time (as defined in the Merger Agreement), a group of Holders owning at least 50% of the Holders remaining Registrable Securities (a “Majority of Holders”), shall have the right to require the Company to file a registration statement under the Securities Act covering all or any part such aggregate number of their Registrable Securities that have an aggregate anticipated offering price of at least $15,000,000 (based on six (6) separate occasions in the aggregatemarket price of the Common Stock as of the date of the Demand Registration Request), by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof (including, but not limited to, an underwritten offering)thereof. All Any such requests request by the Holders pursuant to this Section 2.1(a2.1(a)(i) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being is referred to as a “Demand Registration Request,” the "Initiating Holder"). registration so requested is referred to as a “Demand Registration.” (ii) As promptly as practicable, but no later than ten 10 days after receipt of a Demand Registration Request, the Company shall give written notice (the "a “Demand Exercise Notice"”) of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) . The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which of Registrable Securities that shall have made a written request to the Company within the time limits specified below for inclusion in such registration (which the “Participating Holders”). Any such request shall from the Holders must be delivered to the Company within 10 Business Days after the receipt of the Demand Exercise Notice and must specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise NoticeHolders. (ciii) The Company shallCompany, as expeditiously as possiblepossible but subject to Section 2.1(c), shall use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which that the Company has been so requested to register, register for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (db) Registrations under this Section 2.1 shall be on such appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof, which form shall be selected by the Company and shall be reasonably acceptable to the Participating Holders. (c) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: : (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be filed within 45 days or to be declared effective within a period of 180 90 days after the effective date of any other registration statement of the Company effected filed pursuant to the Securities Act for which piggyback rights were available pursuant to Section 2.3 and for which a majority of the Registrable Securities requested to be included in connection with a Demand Registration Request; and such registration have been included; (iiiii) if if, in the Board opinion of Directors of counsel to the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities not otherwise then required by law to be publicly disclosed and, in the good faith judgment of the Company and board of directors of the Company, such disclosure at that time would be materially detrimental is reasonably likely to the Company and its stockholders or (B) materially interfere with adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries otherwise have a material adverse effect on the Company (each, a "“Valid Business Reason"”), the Company may postpone or withdraw a filing of a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement Request until such Valid Business Reason no longer exists, but in no event shall the Company avail itself of such right for more than three months (A) 45 days after receipt of a Demand Registration Request or (B) 90 days, in the aggregate, in any period of 365 consecutive days (such period of postponement or withdrawalwithdrawal under this clause (ii), the "“Postponement Period"”); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that and (iii) the Company shall not be permitted obligated to postpone or withdraw a registration statement after effect more than two Demand Registrations under Section 2.1(a) for the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) Holders. If the Company shall give any notice of postponement or withdrawal of any registration statementstatement pursuant to clause (ii) above, the Company shall not, not register any equity security of the Company during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any written notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iiiii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticestatement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court2.1(a)(i), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later more than three months 45 days after the date of the postponement or withdrawal), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above)2.1. (fd) The Company, subject to Sections 2.3 2.4 and 2.62.7, may elect to include in any registration statement and offering made pursuant to Section 2.1(a2.1(a)(i), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which that are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("“Additional Piggyback Rights") ”); provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating HolderParticipating Holders (subject to Section 2.4). (e) A Holder may withdraw its Registrable Securities from a Demand Registration at any time. If all such Holders do so, the Company shall cease all efforts to secure registration and such registration nonetheless shall be deemed a Demand Registration for purposes of this Section 2.1 unless (i) the withdrawal is made following withdrawal or postponement of such registration by the Company pursuant to a Valid Business Reason as contemplated by Section 2.1(c), (ii) the withdrawal is based on the reasonable determination of the Holders who requested such registration that there has been, since the date of the Demand Registration Request, a material adverse change in the business or prospects of the Company, or (iii) the Holders who requested such registration shall have paid or reimbursed the Company for all of the reasonable out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration. (f) A Demand Registration shall not be deemed to have been effected and shall not count as such (i) unless a registration statement with respect thereto has become effective and has remained effective for a period of at least 180 days or such shorter period during which all Registrable Securities covered by such Registration Statement have been sold or withdrawn, or, if such Registration Statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriter(s), is required by law for delivery of a prospectus in connection with the sale of Registrable Securities by an underwriter or dealer, (ii) if, after the registration statement with respect thereto has become effective, it becomes subject to any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason, (iii) if it is withdrawn by the Company pursuant to a Valid Business Reason as contemplated by Section 2.1(c) or (iv) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Demand Registration are not satisfied, other than solely by reason of some act or omission of the Participating Holders. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to Company may designate the lead managing underwriter in connection with such registration and each other managing underwriter for such registration; provided that the lead managing underwriter and , provided, that, in each case, each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating HolderParticipating Holders.

Demand Registrations. (ai) Subject In addition to the terms and conditions of this Agreement, at any time and from time rights provided to time after the date hereof, the Holders shall have in Section 8.3(a) above, if the right to require the Company to file a registration statement of Registrable Shares under the Securities Act covering all can be effected on Form S-1 (or any part of their Registrable Securities on six similar form promulgated by the Commission) or Form S-3 (6or any similar form promulgated by the Commission) separate occasions in following an Initial Public Offering, then upon the aggregate, by delivering a written request therefor to of (1) Smiths or (2) one or more other Holders (other than Smiths) of at least twenty percent (20%) of the Company specifying the number of then outstanding Registrable Securities to be included Shares (in such registration and the intended method of distribution thereof either case (including, but not limited to, an underwritten offering1) or (2). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"“Registrant”). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shallwill, as expeditiously as possible, use its reasonable best efforts to (x) effect such qualification and registration under the Securities Act on Form S-1 or Form S-3, as the case may be, of all of the Registrant’s Registrable Shares (includingor, without limitationif a Registrant so requests, by means such lesser number of a shelf registration pursuant to Rule 415 under the Securities Act if so Registrant’s Registrable Shares as such Registrant shall specify), together with all such qualifications and compliances as may be requested and if as would permit or facilitate the Company is then eligible to use a shelf registration) sale and distribution of the all of such Registrable Securities which the Company has been so requested to registerShares; provided, for distribution in accordance with such intended method of distributionhowever, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause effect a registration pursuant to this Section 2.1(a8.3(b): (i) unless the market value of the Registrable Shares to be declared effective within sold in any such registration shall be estimated to be at least $5,000,000 at the time of filing such registration statement, or (ii) if the Company shall furnish to each Holder a period of 180 days after certificate signed by the effective date of any registration statement President of the Company effected in connection with stating that a Demand Registration Request; and (iii) if majority of the Company’s Board of Directors of the Company, determines in its good faith judgment, determines judgment that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as would not be in the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date best interests of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such requestCompany, in which case the Company shall have the right to defer the filing of the Form S-1 or Form S-3 registration statement, as the case may be, for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder(s) under this Section 8.3(b); and further provided that the Company shall not be considered required to effect more than four (4) such registrations during the five (5) year period subsequent to the consummation of an Initial Public Offering and the Company shall not be required to use a Form S-1 registration statement to effect any such registration unless at the time registration pursuant to this Section 8.3(b) is sought, the Company is not S-3 Eligible. The periods described in the preceding sentence shall be automatically extended by the number of days during which the filing of a registration shall have effected an effective been deferred in accordance with clause (ii) above or Section 8.3(d) or (e) below. Any registration for the purposes of under Section 8.3(a) or 8.3(b) shall be referred to as a “Registration” in this Agreement. The Company acknowledges and agrees that a Holder seeking Registration pursuant to this Section 8.3(b) may request a Registration on Form S-3 prior to the Company being S-3 Eligible in order to give the Company time to prepare a Form S-3 registration statement for filing on the first date the Company becomes S-3 Eligible. Unless otherwise specified by a Holder or Holders demanding registration under this Section 8.3, includingeach such demand for registration shall be considered a demand for registration on a delayed or continuous basis in reliance on Rule 415 promulgated by the Commission under the Securities Act (i.e., without limitation, for purposes of Section 2.1(c) abovea shelf offering). (fii) The CompanyUpon receipt of any request for a Registration pursuant to this Section 8.3(b), subject the Company shall promptly give written notice of such proposed registration to Sections 2.3 and 2.6all Stockholders. Each non-Registrant Stockholder shall have the right, may by giving written notice to the Company within thirty (30) days after the Company provides such notice, to elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be have included in such registration pursuant Registration such of its Registrable Shares as such Stockholder may request in such notice of election. Thereupon, the Company shall, at its own expense and as expeditiously as possible, use its best efforts to effect the exercise of piggyback rights granted registration, on Form S-1 or Form S-3 (or any similar forms promulgated by the Company after the date hereof which are not inconsistent with the rights granted inCommission), or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided all Registrable Shares that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory Company has been requested so to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holderregister.

Demand Registrations. If: (ai)(A) Subject the Company fails to file the Shelf Registration required under the Registration Rights Agreement within 90 days following the issuance of the Notes; (B) the Company fails to cause such Shelf Registration to become effective within the 180-day time period set forth in the Registration Rights Agreement; (C) the number of Deferral Periods exceeds one in any three-month period or three in any twelve-month period; or, (D) the number of days in a Deferral Period exceeds 30 days or (ii) the Company fails to file the Registration Statement (as defined in the Xxxx Xxxx Registration Rights Agreement) as required under the Xxxx Xxxx Registration Rights Agreement within the time period specified therein, then on the date of such event the Holders of the Warrants shall have demand registration rights as set forth in this Section 5.01. From and after such event, for so long as the Warrants or any Registrable Securities are outstanding, the Holder may make a written request to the terms and conditions Company for registration under the Securities Act on Form S-1 or Form S-3 (or other similar short-form if the Company then qualifies for such short form registration) of this AgreementRegistrable Securities for public offering (a "Demand Registration"); provided, at any time and from time to time after the date hereofhowever, that the Holders shall have the right to require the Company to file a registration statement under the Securities Act covering only one Demand Registration of all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to Securities. Whenever the Company specifying shall receive a request for a Demand Registration, the Company will promptly give written notice of such registration request to all Holders. All requests made pursuant to this Section 5.01(a) will specify the number of Registrable Securities to be included in such registration registered and will also specify the intended method methods of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securitiesdisposition thereof. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. (ai) Subject to the terms and conditions of this AgreementSection 2.1(b), at any time and from time to time after the date hereofof this Agreement, the Holders any Holder shall have the right to require the Company to file a registration statement under the Securities Act covering all or any part a portion of their the Registrable Securities on six (6) separate occasions in the aggregateSecurities, by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration by such Holder and the intended method of distribution thereof (including, but not limited to, an underwritten offering)thereof. All such requests by any Holder pursuant to this Section 2.1(a2.1(a)(i) are referred to herein as "“Demand Registration Requests," ” and the registrations so requested are referred to herein as "“Demand Registrations" ” (with respect to any Demand RegistrationRegistration Request, the Holder Holders making such demand for registration Demand Registration Request being referred to as the "“Initiating Holder"Holders”). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "“Demand Exercise Notice"”) of such Demand Registration Request to all other Holders of record of Registrable Securitiesrecord. (bii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder Holders and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration Demand Registration (together with the Initiating Holders, the “Participating Holders”) (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such HolderParticipating Holders) within 10 60 days after the receipt by the Company of the Demand Exercise NoticeNotice (or 30 days if, at the request of the Initiating Holders, the Company states in such Demand Exercise Notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form F-3). (ciii) The Company shall, as expeditiously as possiblepossible but subject to Section 2.1(b), use its commercially reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested by the Participating Holders to register, for distribution in accordance with such intended method of distribution, distribution and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registrationMajority Participating Holders, obtain acceleration of the effective date of the registration statement relating to such registration. (db) The Notwithstanding anything to the contrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration statement pursuant to Section 2.1(a2.1(a)(i) to be filed, or to be declared effective effective, within a period of 180 90 days after the effective date of any other registration statement of the Company effected filed pursuant to the Securities Act (excluding any registration on Form F-4 or S-8 (or otherwise in connection with any employee benefits plan) or any “shelf” registration) or, in either case, within any longer period of time, subject to the Company’s compliance with Section 4.7, during which the Company may be restricted from filing or having declared effective a Demand Registration Requestregistration statement or the Participating Holders may be restricted from selling any of their Registrable Securities; and (iiiii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction or event involving the Company or any of its subsidiaries (each, a "“Valid Business Reason"”), the Company may postpone filing filing, or may withdraw, or not seek to bring effective, a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement Request until such Valid Business Reason no longer exists, but in no event shall the Company avail itself of such right for more than three months 90 days, in the aggregate, in any period of 365 consecutive days (such period of postponement or withdrawalwithdrawal under this clause (ii), the "“Postponement Period"”); and the Company shall give written notice to the relevant Participating Holders of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that (iii) the Company shall not be permitted required to postpone effect a Demand Registration unless the Registrable Securities to be included in such registration either (A) have an aggregate anticipated offering price of at least $20,000,000 (based on the then-current market price of the Common Stock) or withdraw a registration statement after (B) consist of all remaining Registrable Securities held by the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) relevant Participating Holders. If the Company shall give any notice of postponement or withdrawal of any registration statementstatement pursuant to clause (ii) of this Section, the Company shall not, during the period of postponement or withdrawal, register any Common Stockequity security of the Company, other than pursuant to a registration statement on Form S-4 F-4 or S-8 (or an equivalent registration form then otherwise in effectconnection with any employee benefits plan). Each Participating Holder of Registrable Securities agrees that, upon receipt of any receiving notice from the Company that the Company has determined to withdraw withdrawn any registration statement pursuant to clause (iiiii) aboveof this Section, such Holder it will (x) discontinue its disposition of Registrable Securities pursuant to such registration statement and, and (y) if so directed by the Company, will deliver to the Company (at the Company's ’s expense) all copies, other than permanent file copies, then in such Holder's its possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a2.1(a)(i) (whether pursuant to Section 2.1(d)(iiiclause (ii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the notice notifying the relevant Participating Holders of the postponement or withdrawal), use its commercially reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (fc) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a2.1(a)(i), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("“Additional Piggyback Rights") ”); provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holderrelevant Participating Holders. (gd) In connection with With respect to any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL the Initiating Holders shall have the right to designate the lead managing underwriter in connection with such registration and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that no such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory objectionable to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. (a) Subject to the terms and conditions of this Agreement, at At any time and from time to time after following the date hereoflast day of the Holding Period, the Holders Holders’ Representative shall have the right by delivering a written notice to the Company (a “Demand Notice”) to require the Company to, pursuant to file a registration statement the terms of this Agreement, register under and in accordance with the provisions of the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities Beneficially Owned by Holders and requested by such Demand Notice to be included in such registration and the intended method of distribution thereof so registered (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any a “Demand Registration”); provided, however, that in respect of two out of the Holder making six Demand Registrations to which the Holders are entitled under this Agreement, a Demand Notice may only be made if the amount of Registrable Securities requested to be registered by the Holders’ Representative is reasonably expected to generate aggregate gross proceeds (prior to deducting underwriting discounts and commissions and offering expenses) of at least $5 million, it being understood that four out of the six Demand Registrations shall not be subject to such demand for registration being referred to as limitation. A Demand Notice shall also specify the "Initiating Holder")expected method or methods of disposition of the applicable Registrable Securities. As promptly as practicable, but no later than ten days 7 Business Days after receipt of a Demand Registration RequestNotice, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request Notice to all other Holders of record of Registrable Securities. For purposes of determining the percentage and amount of Registrable Securities Beneficially Owned that are requested to be registered pursuant to this Section 2.1(a), Warrants requested to be registered shall be treated as the underlying shares of Common Stock for which such Warrants are exercisable. (b) The CompanyFollowing receipt of a Demand Notice, the Company shall use its reasonable best efforts to file, as promptly as reasonably practicable, but not later than 30 days after receipt by the Company of such Demand Notice (subject to Sections 2.3 paragraph (f) of this Section 2.1), a Registration Statement (including, without limitation, on (i) Form S-3 (or any comparable or successor form or forms or any similar short-form registration) by means of a shelf registration pursuant to Rule 415 under the Securities Act, if so requested and 2.6the Company is then eligible to use such a registration or (ii) Form S-1 (or any comparable or successor form or forms or any similar registration) by means of a shelf registration (the “Form S-1 Shelf Registration”) pursuant to Rule 415 under the Securities Act, shall include if so required and the Company is eligible to incorporate by reference future Exchange Act filings pursuant to Item 12(b) of Form S-1 (or any similar successor form thereto), and, in a Demand Registration each case of (xi) and (ii) if there is no then-currently effective shelf registration statement on file with the SEC which would cover all the Registrable Securities requested to be registered) (a “Demand Registration Statement”) relating to the offer and sale of the Initiating Holder and (y) the Registrable Securities of requested to be included therein by the Holders’ Representative and any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Selling Holder) within 10 20 days after the receipt of the Demand Exercise Notice. Notice (c) The or 10 days if, at the request of the Holders’ Representative, the Company shallstates in such written notice or gives telephonic notice to all Holders, as expeditiously as possiblewith written confirmation to follow promptly thereafter, that such registration will be on a Form S-3), in accordance with the method or methods of disposition of the applicable Registrable Securities elected by such Holders, and the Company shall use its reasonable best efforts to (x) effect cause such registration Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registrationc) If any of the Registrable Securities which the Company has been so requested registered pursuant to register, for distribution a Demand Registration are to be sold in accordance with such intended method of distributiona firm commitment underwritten offering, and the managing underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the amount, price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (yi) if first, the Registrable Securities for which inclusion in such demand offering was requested by AIHLan Investor or its Affiliates, pro rata (if AIHL is participating applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; (ii) second, the Registrable Securities for which inclusion in such registration, or if demand offering was requested by the Initiating other Holders, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; and (iii) third, if AIHL is not participating in among any holders of Other Securities, pro rata, based on the number of Other Securities Beneficially Owned by each such registration, obtain acceleration of the effective date of the registration statement relating to such registrationholder. (d) The Holders collectively shall be entitled to request no more than six Demand Registration rights granted Registrations on the Company, and in Section 2.1(ano event shall the Company be required to effect more than two Demand Registrations in any twelve-month period. (e) to In the Holders are subject to the following limitations: (i) with respect to any registration in respect event of a Demand Registration Request initiated by a transferee of AIHLRegistration, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required use reasonable best efforts to cause a registration pursuant to Section 2.1(a) to be declared effective within maintain the continuous effectiveness of the applicable Registration Statement for a period of at least 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 nothing in this Section 2.1(e) is intended to limit the Company’s obligations to maintain the continuous effectiveness of Short Form Registrations in accordance with the provisions of Section 2.1(i). (f) Subject to reduction in accordance with the definition of “Registrable Securities” and last sentence of Section 2.5, the Company shall be entitled to postpone (but not more than once in any registration statement six-month period), for a reasonable period of time not in excess of 65 days (and not for periods exceeding, in the aggregate, 85 days during any twelve month period), the filing or initial effectiveness of a Demand Registration Statement if the Company delivers to the Holders’ Representative a certificate signed by both the Chief Executive Officer and Chief Financial Officer of the Company effected certifying that, in connection with a Demand Registration Request; and (iii) if the good faith judgment of the Board of Directors of the Company, in its good faith judgmentsuch registration, determines that any registration of Registrable Securities should not offering or use would reasonably be made expected to materially adversely affect or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any bona fide and reasonably imminent material financing, acquisition, corporate reorganization or merger or other transaction involving financing of the Company or any reasonably imminent material transaction under consideration by the Company or would require the disclosure of its subsidiaries (eachinformation that has not been, a "Valid Business Reason")and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. (g) The Holders’ Representative shall have the right to notify the Company may postpone filing a registration statement that it has determined that the Registration Statement relating to a Demand Registration Requestbe abandoned or withdrawn, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no which event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone promptly abandon or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHLRegistration Statement. (eh) If No request for registration will count for the Company shall give any notice purposes of postponement or withdrawal of any registration statement, the Company shall not, during limitations in Section 2.1(c) if (A) the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then Holders’ Representative determines in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined good faith to withdraw any the proposed registration statement pursuant prior to clause (iii) above, such Holder will discontinue its disposition the effectiveness of Registrable Securities pursuant the Registration Statement relating to such registration statement and, if so directed by request due to marketing conditions or regulatory reasons relating to the Company, will deliver (B) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than by reason of the applicable Holders having refused to proceed or a misrepresentation or an omission by the applicable Holders), (C) prior to the Company (sale or distribution of at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession least 95% of the prospectus covering such Registrable Securities that was included in effect at the time of receipt of applicable registration relating to such notice. If the Company shall have withdrawn or prematurely terminated a request, such registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of is adversely affected by any stop order, injunction or other order or requirement of the SEC or any other governmental agency Governmental Entity or court, or (D) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the one or more Holders). Notwithstanding anything to the contrary, the Company shall not be considered will pay all expenses (in accordance with Section 2.9) in connection with any request for registration pursuant to have effected an effective registration for the purposes of this Agreement regardless of whether or not such request counts toward the limitation set forth above. (includingi) Subject to Section 2.5, without limitationin addition to the Demand Registrations provided pursuant to this Section 2.1, for purposes at all times following the last day of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statementHolding Period, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), will use its reasonable best efforts to effect the qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (including pursuant to Rule 415 under the Securities Act Act) (“Short-Form Registration”); provided, that the Company shall file a Short-Form Registration prior to the expiration of the Holding Period and use reasonable efforts to cause such Short-Form Registration to be effective upon the expiration of the Holding Period and constitute an effective shelf registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 under the Securities Act, to permit the distribution of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such requestmethods of distribution elected by the Holders as of immediately upon the Expiration of the Holding Period. Unless the Company is eligible to file a Form S-1 Shelf Registration, in which case no event shall the Company shall not be considered obligated to have effected an effect any shelf registration other than pursuant to a Short-Form Registration. Upon filing a Short-Form Registration or a Form S-1 Shelf Registration, the Company will use its reasonable best efforts to keep such Short-Form Registration or Form S-1 Shelf Registration effective registration for with the purposes of this AgreementSEC at all times (notwithstanding anything to the contrary in Section 2.1(d)) and to refile such Short-Form Registration or Form S-1 Shelf Registration upon its expiration, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject and to Sections 2.3 and 2.6, may elect to include cooperate in any registration shelf take-down by amending or supplementing the prospectus statement and offering made pursuant related to Section 2.1(a), (i) authorized but unissued shares of Common Stock such Short-Form Registration or shares of Common Stock held Form S-1 Shelf Registration as may reasonably be requested by the Company Holders’ Representative or as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to otherwise required, until the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating HolderHolders no longer hold Registrable Securities. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. (a) Subject to the terms and conditions of this Agreement, at any time and from time to time after the date hereof, the Holders shall have the right to require If the Company shall receive a written request (specifying that it is being made pursuant to this Section 3.2) from the JWC Group Stockholders who together with their Permitted Transferees own in the aggregate at least ten percent (10%) of the Shares (as equitably adjusted to account for stock dividends, stock splits, reverse stock splits or other similar reclassifications) acquired by the JWC Group Stockholders at the time of the closing under the Purchase Agreement (the "Requesting JWC Group Stockholders") that the Company file a registration statement under the Securities Act 1933 Act, or a similar document pursuant to any other statute then in effect corresponding to the 1933 Act, covering all or any part the registration of their Common Stock, then the Company shall, not later than ninety (90) days after receipt by the Company of a written request for a demand registration pursuant to this Section 3.2, file a registration statement with the SEC relating to such Registrable Securities on as to which such request for a demand registration relates (the "Requested Shares"), and the Company shall use its best efforts to cause the offering of such Requested Shares to be registered under the 1933 Act. The Company shall be obligated to effect only three (3) registrations of Registrable Securities pursuant to this Section 3.2 and such registrations may be effected no earlier than six (6) separate occasions in months, twelve (12) months or eighteen (18) months, respectively, following completion of an initial Public Offering of Common Stock by the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable SecuritiesCompany. (b) The CompanyIf, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) 3.3, the total amount of securities that all Holders and all other holders of securities which have applicable registration rights request to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected included in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to this Section 2.1(a)3.2 exceeds the amount of securities that the underwriters reasonably believe compatible with the success of the offering, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by then the Company as treasury shares and (ii) any other shares will include in such registration only the number of Common Stock which are securities which, in the good faith opinion of such underwriters, can be sold, selected from the securities requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to all Holders and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to holders pro rata based on the Company, it being understood and agreed that either number of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either securities which each of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holderthem owns.

Demand Registrations. (a) Subject IPO: DEMAND REGISTRATIONS. (i) Prior to November 23, 2001, the Company shall not register for sale to the terms and conditions public any of this Agreement, its Equity Securities without the prior consent of Investors holding at least 55% of the Equity Securities of the Company on a fully-diluted basis. (ii) At any time after November 23, 2001, Investors holding at least 10% of the Equity Securities of the Company on a fully-diluted basis ("Initiating Holders") may request that the Company make an IPO. In the event that the Initiating Investors make such request, then the Company agrees that it will undertake and from time to effect such IPO as soon as is reasonably practicable. (iii) At any time after the date hereofclosing of an IPO, the Holders shall have the right to require the Company to file a any Investor may request registration statement under the Securities Act covering of 1933, as amended (the "Securities Act"), of (A) all or any part portion of their such Investor's Registrable Securities on six Form S-1 or any similar long-form registration (6each a "Long-Form Registration"), and (B) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number all or any portion of such Investor's Registrable Securities on Form S-3 (including pursuant to be included Rule 415 under the Securities Act) or any similar short-form registration (each a "Short-Form Registration") if available, in such registration and the intended method of distribution thereof each case, as provided in Section 1(b) or 1(c) hereof. (including, but not limited to, an underwritten offering). iv) All such requests registrations requested pursuant to this Section 2.1(a1(a) are referred to herein as "Demand Registrations." Each request for a Demand Registration Requests," and shall specify the registrations so number of Registrable Securities requested are referred to herein as "Demand Registrations" be registered for such offering. Within ten (with respect to any 10) days after receipt of the request for a Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give will send written notice (the "Demand Exercise Notice") of such Demand Registration Request request and its intention to comply therewith to all other Holders of record of Registrable Securities. (b) The CompanyInvestors and, subject to Sections 2.3 and 2.6, shall Section 1(d) the Company will include in a such Demand Registration (x) the all Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request such Investors as to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method received written requests within twenty (20) days of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above)Notice. (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. (a) Subject to the terms and conditions other provisions of this Agreement, at any time and from time to time after for so long as the date hereofDesignated Investors hold Registrable Securities of the Company, the Holders shall have the right Designated Investors will be entitled to require the Company to file a registration statement under the Securities Act covering all or any part request no more than an aggregate of their Registrable Securities on six (6) separate occasions in Demand Registrations; provided, that the aggregate, by delivering a written request therefor to aggregate offering value of the Company specifying the number of Registrable Securities requested to be registered in any Demand Registration must equal at least $50,000,000, net of Registration Expenses (or a lesser amount if the Registrable Securities requested by the Requesting Equityholders to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to constitute all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested held by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"Equityholders), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that no request for a Demand Registration shall count against the Company foregoing limitation in this paragraph if (x) the Demand Registration relating thereto has not become effective or has not been kept continuously effective for a period of at least one hundred eighty (180) days (or such shorter period which shall not be permitted to postpone or withdraw a terminate when all of the Registrable Securities covered by such registration statement after the expiration of any Postponement Period until six months after the expiration of have been sold pursuant thereto), or if such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or relates to an equivalent registration form then underwritten Public Offering, such longer period as in effect). Each Holder the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause by an underwriter or dealer); (iiiy) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), court prevents the Company shall not be considered to have effected an effective registration for the purposes sale of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the any Registrable Securities covered by such Demand Registration other than by reason of any intentional act by a holder of Registrable Securities; or (z) the withdrawn registration statement and Requesting Equityholders are unable to include in such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, Demand Registration at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists least eighty percent (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act 80%) of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested initially proposed to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating Requesting Equityholders in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory Registration due to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating limitations set forth in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating HolderSection 2(c).

Demand Registrations. (a) Subject to the terms last sentence of this Section 2.1(a), if for any reason the Shelf Registration Statement to be prepared and conditions filed by the Company has not been declared effective by the Commission within 120 consecutive days from the date hereof as contemplated by Section 2.3 of this Agreement, Investors holding in the aggregate at least a majority of the shares of Series B Stock then outstanding may, at any time and from time to time after time, request, in writing, that the Company file a Registration Statement on Form S-3 (or any successor form) to effect the registration of an offering of Registrable Shares owned by such Investor(s) and having an aggregate value of at least $5,000,000 based on the last reported sale price of the Common Stock on the trading day immediately preceding the date hereofof such request (the “Registration Threshold Amount”); provided, however, that, if at the time of such request the Company is not eligible to register for resale the Registrable Shares on Form S-3, the Holders Company shall have register the right to require Registrable Shares on such other form as the Company is eligible to file use. The Company shall set forth in such Form S-3 any information that may be required in a registration statement under that is filed on Form S-1 and that the Securities Act covering all or any part of their Registrable Securities on six lead underwriter managing the offering reasonably requests (6as determined by the Company) separate occasions be expressly included in the aggregateRegistration Statement. Notwithstanding the foregoing, in the event that the Shelf Registration Statement has not become effective by delivering the expiration of such 120 consecutive day period as a written request therefor to result of an ongoing review by the Commission, the Company specifying the number of Registrable Securities shall not be deemed to be included in such registration and the intended method breach of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to its obligations under this Section 2.1(a) are referred so long as it continues to herein diligently pursue and use its best efforts to cause the Shelf Registration Statement to become effective as "Demand Registration Requests," and the registrations so requested are referred to herein soon as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securitiespossible thereafter. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities Upon receipt of any request for registration pursuant to this Section 2 of this Agreement, the Company shall promptly (but in any event within ten (10) consecutive days of receipt of such request) give written notice of such proposed registration to all other Holder which Investors. Such other Investors shall have made a the right, by giving written request notice to the Company for inclusion within twenty (20) consecutive days after the Company provides its notice, to elect to have included in such registration (which such of their Registrable Shares as such Investors may request shall specify in such notice of election, subject in the maximum number case of Registrable Securities intended an underwritten offering to be disposed the terms of by such HolderSection 2.1(c) within 10 days after of this Agreement. Thereupon, the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such the registration under the Securities Act (including, without limitation, by means on an appropriate registration form of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the all Registrable Securities which Shares that the Company has been so requested to so register. (c) If the Registration Initiating Investors intend to distribute the Registrable Shares covered by their request by means of an underwriting, for distribution they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) of this Agreement and the Company shall include such information in accordance with its written notice referred to in Section 2.1(b) of this Agreement. In such intended method event, (i) the right of distributionany other Investor to include its Registrable Shares in such registration pursuant to Section 2.1(a) of this Agreement shall be conditioned upon such other Investor’s participation in such underwriting on the terms set forth herein, and (yii) if all Investors including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Investors materially greater than the obligations of the Investors pursuant to Section 2.6 of this Agreement. If the Company and the Registration Initiating Investors are unable to mutually agree on the managing underwriter(s) for any underwritten offering pursuant to Section 2.1(a) of this Agreement within 15 consecutive days after the Company receives the Registration Initiating Investors’ request, the Company shall select an underwriter out of a pool of three underwriting firms chosen by the Registration Initiating Investors, each of which firms shall have a national reputation and experience with software companies. If any Investor that has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Person may elect, by AIHLwritten notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting; provided, however, that, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration Registration Selling Investors holding a majority of the effective date remaining Registrable Shares mutually agree, the Company shall continue to effect the registration of such remaining Registrable Shares regardless of whether the aggregate value of the remaining Registrable Shares is less than the Registration Threshold Amount. If the lead managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Investors requesting registration statement relating in proportion, as nearly as practicable, to the respective number of Registrable Shares each Investor has requested be included in such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause effect more than a registration total of three (3) registrations requested pursuant to Section 2.1(a) of this Agreement (an offering which is not consummated shall not be counted for this purpose). The Investors shall not deliver a notice pursuant to Section 2.1(a) of this Agreement requesting registration of any underwritten offering until at least 6 months after the closing of any prior underwritten offering registered pursuant to a request under Section 2.1(a) of this Agreement. For purposes of this Section 2.1(d), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective within a period of 180 days after by the effective date of Commission. Notwithstanding the foregoing, the first, and only the first, time any request for registration statement that is withdrawn by the Registration Initiating Investors (other than at the request of the Company effected in connection with Company) and that is primarily as a Demand Registration Request; and (iii) if result of material adverse information concerning the Board of Directors business or financial condition of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be where such information is made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental known to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving Registration Initiating Investors after the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause date on which such registration statement to be was filed, shall not count as a Registration Statement. Except as set forth in the previous sentence, all Registration Statements withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, by the "Postponement Period")Investors shall count as a Registration Statement; and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, provided however, that a Registration Statement that is withdrawn by the Investors at the request of the Company shall not be permitted to postpone or withdraw count as a registration statement after the expiration Registration Statement for purposes of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHLthis Section 2.1. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether any request to register Registrable Shares by Registration Initiating Investors pursuant to this Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court)2.1, the Company shall not is engaged or has plans to engage in a registered public offering or is engaged in a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction that, in the good faith determination of the Board of Directors, could be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered adversely affected by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have may at its option direct that such request be delayed for a period not in excess of 45 consecutive days from the date of such request, such right to designate delay a request to be exercised by the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other Company not more than the lead managing underwriter once in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder12-month period.

Demand Registrations. (ai) Subject to the terms and conditions of this Agreement, at At any time from and from time after the Effective Date, upon the written demand of HH, Xxxxxxxxx or Tower Three (each, a “Demand Holder”), the Company shall use its commercially reasonable efforts to time effect as expeditiously as possible, the registration (a “Demand Registration”) under the Securities Act of (i) all Registrable Securities held by such Demand Holder that are requested to be registered in the initial written demand and (ii) any additional Registrable Securities requested to be registered by any Holders who elect to include Registrable Securities in such Demand Registration in a written notice or notices given within ten (10) days after the date hereofthe Demand Registration Notice (as defined below) is given by the Company (together with the Registrable Securities described in clause (i), the “Included Securities”). Promptly (but in no event later than five Business Days) after the receipt by the Company of any written demand pursuant to clause (i) of the immediately preceding sentence, the Company will give written notice of such demand to all Holders of Registrable Securities (the “Demand Registration Notice”). The Company shall effect the registration under the Securities Act of the Included Securities as expeditiously as possible and use its commercially reasonable efforts to have such registration become and remain effective. The Company shall have the right to require select the Company to file underwriters for a registration statement under the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities Demand Registration that is to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant , subject to this Section 2.1(a) are referred to herein as "Demand Registration Requests," the reasonable approval of Xxxxxxxxx and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable SecuritiesTower Three. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) Notwithstanding Section 3.01(a)(i), the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for effect more than three months Demand Registrations from each of Xxxxxxxxx and Tower Three (such period of postponement including through a demand by HH) (or withdrawal, more than six Demand Registrations from the "Postponement Period"Demand Holders in the aggregate); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, howeverthat the Demand Holders shall be entitled to unlimited additional Demand Registrations if such additional Demand Registrations would be eligible for registration on Form S-3; provided, further, that the Company shall not be permitted required to postpone or withdraw effect more than two such Demand Registrations on Form S-3 in any twelve month period. (iii) Any registration initiated pursuant to Section 3.01(a)(i) shall not count as a Demand Registration (i) unless and until a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company with respect to all Registrable Securities to be sold in connection therewith shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the have become effective and remained effective for a period of postponement or withdrawal120 days or, register any Common Stockif a shorter time, other than pursuant to a registration statement on Form S-4 or S-8 until all of the Included Securities shall have been sold, (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company ii) if after it has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to become effective such registration statement and, if so directed is interfered with by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency authority for any reason not attributable to the Holders of Included Securities, such that no sales are possible thereunder for a period of ten consecutive days or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a)more, (iiii) authorized but unissued shares of Common Stock or shares of Common Stock held by if the Company as treasury shares and (ii) any other shares of Common Stock which are requested conditions to be included closing specified in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangementsagreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the Initiating Holderpart of the Holders of Included Securities or (iv) if, due to the provisions of Section 3.01(a)(iv), the Demand Holder demanding such Demand Registration is prohibited from registering 30% or more of its Registrable Securities requested to be registered in the initial written demand. (giv) In connection with any If a Demand Registration that is an underwritten offering, if AIHL is participating offering and the managing underwriters advise the Company in writing that in their good faith judgment the number of securities to be included in a Demand Registration exceeds the number that can be sold in the offering in light of marketing factors or because the sale of a greater number would adversely affect the price of the Registrable Securities to be sold in such Demand Registration, then AIHL the total number of securities the underwriters advise can be included in such Demand Registration shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory be allocated (i) first, to the CompanyHolders of the Included Securities, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registrationpro rata; (ii) second, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company for any securities that the Company proposes to issue and sell for its own account; and (iii) third, to other persons that the Initiating HolderCompany is obligated to register pursuant to other contractual arrangements, pro rata.

Demand Registrations. (a) Subject to the terms and conditions of this Agreement, at At any time and from time to time beginning six months after the date hereofclosing of a ‘33 Act Offering, the Series A Holders shall have holding in the right to require aggregate at least fifty percent (50%) of the Registrable Shares may request, in writing, that the Company to file a effect the registration statement on Form S-1 (or any successor form), under the Securities Act covering all or any part of their the Registrable Securities on six (6) separate occasions in the aggregate, Shares owned by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Series A Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The At any time upon receipt of a Mandatory Conversion Notice for the Shares (as defined in the Company’s Articles of Incorporation, subject to Sections 2.3 and 2.6as amended), shall include the Series A Holder receiving such notice may request, in a Demand Registration writing, that the Company effect the registration on Form S-1 (x) or any successor form), under the Securities Act of the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of Shares owned by such Series A Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), the Series A Holders holding in the aggregate at least fifty percent (50%) of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of such Series A Holder’s Registrable Shares. (d) Upon receipt of any request for registration under the Securities Act pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Shareholders. Such Shareholders shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Shareholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(e) below. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such the registration under the Securities Act (including, without limitation, by means on an appropriate registration form of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the all Registrable Securities Shares which the Company has been so requested to so register, for distribution provided, however, that in accordance with the case of a registration requested under Section 2.1(c), the Company will only be obligated to effect such intended method registration on Form S-3 (or any successor form). (e) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of distributionan underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a), (b) or (c), as the case may be, and (y) if requested by AIHL, if AIHL is participating the Company shall include such information in its written notice referred to in Section 2.1(d). The right of any other Shareholder to include its Registrable Shares in such registration pursuant to Section 2.1(a), (b) or (c), as the case may be, shall be conditioned upon such other Shareholder’s participation in such underwriting on the terms set forth herein. If the managing underwriter determines that the marketing factors require a limitation of the number of shares to be underwritten, the number of Registrable Shares to be included in a Registration Statement filed pursuant to this Section 2.1, shall be reduced pro rata among the requesting Shareholders based on the quotient of (1) the total Registrable Shares to be included in the Registration Statement, divided by (2) the total number of Registrable Shares that requested registration; provided, or if requested however, that in no event shall the Shares to be sold by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration Series A Holders be reduced to below twenty-five percent (25%) of the effective date total amount of securities to be included in the registration statement relating to such registration. (df) The Demand Registration rights granted in Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to this Section 2.1(a) to the Holders are 2.1, subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% approval of the Registrable Securities then outstanding; Company, which approval will not be unreasonably withheld. (iig) the The Company shall not be required to cause a registration effect more than two (2) registrations pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted required to postpone or withdraw a registration statement after effect the expiration of any Postponement Period until six months after the expiration second of such Postponement Period without two (2) registrations in the prior written approval of AIHL. event that (ei) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant is eligible to file a registration statement Registration Statement on Form S-4 or S-8 S-3 (or an equivalent registration form then in effectany successor form). Each Holder , and (ii) the Shareholders have had the opportunity to register all of their Registrable Shares under the Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether Act pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court)2.2 hereof. In addition, the Company shall not be considered required to have effected an effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) (i) within ninety (90) days after the effective registration for the purposes date of this Agreement (including, without limitation, for purposes any other Registration Statement of Section 2.1(c) above) until the Company shall have filed a new registration statement covering on Form S-1 (or any successor form) or (ii) during the Registrable Securities covered by the withdrawn registration statement one hundred and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists eighty (but in no event later than three months after 180) day period commencing with the date of the postponement or withdrawalCompany’s initial ‘33 Act Offering. For purposes of this Section 2.1(g), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company a Registration Statement shall not be considered counted until such time as such Registration Statement has been declared effective by the Commission and the related sale is consummated (in the case of an underwritten offering). There shall be no limitations as to have effected an effective registration for the purposes number of this Agreement, including, without limitation, for purposes of registrations the Series A Holders may request under Section 2.1(c2.1(b) aboveor (c). (fh) The CompanyIf at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, subject the Company is engaged or has plans to Sections 2.3 and 2.6, may elect to include engage in a registered public offering or is engaged in any registration statement and offering made pursuant to Section 2.1(a)other activity which, (i) authorized but unissued shares in the good faith determination of Common Stock or shares the Company’s Board of Common Stock held Directors, would be adversely affected by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have may at its option direct that such request be delayed for a period not in excess of ninety (90) days from the date of such request, such right to designate delay a request to be exercised by the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other Company not more than the lead managing underwriter once in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder12-month period.

Demand Registrations. The Company shall not be deemed to have effected a Demand Registration unless and until the Demand Registration Statement is declared effective and remains in effect until the earlier of (ai) Subject the completion of the distribution pursuant thereto and (ii) such period of time, not exceeding two years, as requested by a majority of the Participating Holders. In the event that a Demand Registration is requested under this Section and Holders of the Registrable Common Shares requesting such Demand Registration later determine not to the terms and conditions of this Agreement, at sell any time and from time to time after the date hereof, the Holders shall have the right to require the Company to file a registration statement under the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions Common Shares in connection with the aggregateDemand Registration requested, then prompt notice shall be given by delivering a written request therefor such Holders to the Company specifying that the number of Registrable Securities to be included in such registration requested is no longer required and that the intended method of distribution thereof (including, but not limited to, an underwritten offering)request is thereby withdrawn. All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after Upon receipt of a Demand Registration Requestsuch notice, the Company shall give written notice (cease all efforts to secure registration and shall take all action necessary and reasonably practicable to prevent the "Demand Exercise Notice") commencement of such effectiveness for any Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company Statement that it is then eligible to use a shelf registration) of the Registrable Securities which the Company preparing or has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected prepared in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereofrequest; provided, however, that such registration shall be deemed a Demand Registration for purposes of Section 2.2(b), above, unless the (i) withdrawing Holders shall have paid or reimbursed the Company shall not be permitted to postpone or withdraw a for all of the reasonable out-of-pocket fees and expenses incurred by the Company in connection with the registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. withdrawn Registrable Common Shares or (eii) If the Company two previous such withdrawals have occurred. No Demand Registration shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, be deemed to have been effected if (i) during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to Demand Period such registration statement and, if so directed is interfered with by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC Commission or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal court or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested the conditions to be included closing specified in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangementsagreement, if any, entered into in connection with such registration are not satisfied by reason of a wrongful act, misrepresentation or breach of an applicable underwriting agreement by the Initiating HolderCompany. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. (a) Subject From and after the expiration of the Restricted Period, subject to the terms and conditions hereof (x) solely during any period that Parent is then-ineligible under Applicable Law to register Registrable Securities on Form S-3 pursuant to Section 5.3 or (y) following the expiration of Parent’s obligation to keep the Shelf Registration Statement continuously effective pursuant to Section 5.3(b), but only if there is no Shelf Registration Statement then in effect, the Investor shall be entitled to make five (5) written requests of Parent (each, a “Demand”) for registration under the Securities Act of an amount of Registrable Securities then held by the Investor that equals or is greater than the Registrable Amount (a “Demand Registration”); provided that Investor shall not be entitled to make more than two (2) Demands during any twelve (12)-month period. Thereupon Parent will, subject to the terms of this Agreement, at any time and from time use its commercially reasonable efforts to time after effect the date hereof, the Holders shall have the right to require the Company to file a registration statement as promptly as practicable under the Securities Act covering of: (i) the Registrable Securities which Parent has been so requested to register by the Investor for disposition in accordance with the intended method of disposition stated in such Demand; and (ii) all shares of Parent Common Stock which Parent may elect to register in connection with any offering of Registrable Securities pursuant to this Section 5.1; but, in each case, subject to Section 5.1(g), and all to the extent necessary to permit the orderly disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional shares of Parent Common Stock, if any, to be so registered; provided, that Parent may use a registration statement on Form S-3 or any part of their Registrable Securities successor form thereto if Parent would qualify to use such form within thirty (30) days after the date on six which the Demand Registration is given and Parent shall not be required to file such registration statement until it is so qualified. (6b) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying A Demand shall specify: (i) the number of Registrable Securities requested to be included registered in such registration and Demand Registration, (ii) the intended method of distribution thereof (including, but not limited to, an underwritten offering). All disposition in connection with such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, to the Holder making extent then known, including whether such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, will be an Underwritten Offering and (iii) the Company shall give written notice (the "Demand Exercise Notice") estimated gross proceeds of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The CompanyRegistration, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) which may not be less than the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise NoticeAmount. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The A Demand Registration rights granted in Section 2.1(a) shall not be deemed to the Holders are subject to the following limitations: have been effected and shall not count as a Demand Registration (i) unless a registration statement with respect to any registration thereto has become effective and has remained effective for a period of at least sixty (60) days or such shorter period in respect of a which all Registrable Securities included in such Demand Registration Request initiated by have actually been sold thereunder (provided, that such period shall be extended for a transferee period of AIHL, time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration statement must include shares at the request of Common Stock representing in excess Parent or the lead managing underwriter(s) pursuant to the provisions of 20% of the Registrable Securities then outstanding; this Agreement) or (ii) the Company shall not be required if, after it has become effective, such Demand Registration becomes subject, prior to cause a registration pursuant to Section 2.1(asixty (60) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Companyeffectiveness, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC Commission or other Governmental Authority such that no sales are possible thereunder for a period of ten (10) consecutive days or more, other than by reason of any other governmental agency act or court), omission by the Company Investor. (d) Demand Registrations shall be on such appropriate registration form of the Commission as shall be reasonably selected by Parent and reasonably acceptable to the Investor. (e) Parent shall not be considered obligated to have effected an effective registration for (i) subject to Section 5.1(b), maintain the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement effectiveness of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration statement under the Securities Act filed pursuant to a Demand Registration for a period longer than ninety (90) days or (ii) effect any Demand Registration (A) within six (6) months of a “firm commitment” Underwritten Offering in which the Investor was offered “piggyback” rights pursuant to Section 5.2 (subject to Section 5.2(b)) and at least 75% of the number of Registrable Securities covered requested by the withdrawn or postponed registration statement Investor to be included in accordance with this Section 2.1 such Demand Registration were included and sold, (unless B) within six (6) months of the Initiating Holder shall have withdrawn such requestcompletion of any other Demand Registration (including any Underwritten Offering pursuant to any Shelf Registration Statement), (C) if, in which case Parent’s reasonable judgment, it is not feasible for Parent to proceed with the Company Demand Registration because of the unavailability of audited or other required financial statements or other required information; provided, that Parent shall not be considered use its commercially reasonable efforts to have effected obtain such financial statements or information as promptly as practicable or (D) for an effective registration for amount that is less than the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above)Registrable Amount. (f) Notwithstanding anything to the contrary contained in this Agreement, Parent shall be entitled to postpone (upon written notice to the Investor) the filing or the effectiveness of, or suspend the use of, a registration statement for any Demand Registration in the event of a Blackout Period until the expiration of the applicable Blackout Period. The Company, subject Investor agrees to Sections 2.3 and 2.6, may elect to include in suspend the use of any registration statement in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities upon receipt of such notice. In the event of a Blackout Period under clause (ii) of the definition thereof, Parent shall deliver to the Investor a certificate signed by either the chief executive officer or the chief financial officer of Parent certifying that the conditions described in clause (ii) of the definition of Blackout Period are met. (g) If, in connection with a Demand Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) Parent that, in its (their) opinion, the inclusion of all of the securities sought to be registered in connection with such Demand Registration would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success of such Demand Registration, then Parent shall include in such registration statement only such securities as Parent is advised by such lead managing underwriter(s) can be sold without such adverse effect as follows and offering made pursuant to Section 2.1(a), in the following order of priority: (i) authorized but unissued shares first, up to the number of Common Stock or shares of Common Stock held Registrable Securities requested to be included in such Demand Registration by the Company as treasury shares and Investor, which, in the opinion of the lead managing underwriter(s), can be sold without such an effect; (ii) any second, securities Parent proposes to sell; and (iii) third, all other shares securities of Common Stock which are Parent duly requested to be included in such registration pursuant statement, pro rata on the basis of the amount of such other securities requested to be included or such other allocation method determined by Parent. (h) Any time that a Demand Registration involves an Underwritten Offering, the Investor shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the exercise offering of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") such Registrable Securities; provided, however, that such inclusion investment banker(s) and manager(s) shall be permitted only acceptable to the extent that it is pursuant Parent (such acceptance not to and subject to the terms of the underwriting agreement be unreasonably withheld, conditioned or arrangements, if any, entered into by the Initiating Holderdelayed). (gi) In The Investor may, by written notice to Parent, withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable registration statement; provided, that the Investor reimburses Parent for all reasonable, out-of-pocket expenses incurred by Parent in connection with any such Demand Registration that is an underwritten offeringRegistration. Upon receipt of notice from the Investor to such effect, or if AIHL is participating such withdrawal shall reduce the number of Registrable Securities sought to be included in such Demand RegistrationRegistration below the Registrable Amount, then AIHL Parent shall have cease all efforts to seek effectiveness of the right applicable registration statement, unless Parent intends to designate the lead managing underwriter and each other managing underwriter for effect a primary offering of securities pursuant to such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Companyregistration statement. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in In any such registrationevent, provided that such managing underwriter selected by Demand Registration shall count as a Demand Registration for purposes of the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holderlimitations set forth in Section 5.1(a).

Demand Registrations. (a) Subject to the terms and conditions of this Agreement, at any time and from time to time after the date hereof, the Holders shall have the right to require (x) solely during any period that the Company is then ineligible under Applicable Law to file a registration statement under the Securities Act covering all or any part of their register Registrable Securities on six (6) separate occasions in the aggregateForm S‑3, by delivering a written request therefor to or if the Company specifying the number of Registrable Securities is so eligible but has failed to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this comply with its obligations under Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and 4.3 or (y) following the Registrable Securities expiration of the Company’s obligation to keep the Shelf Registration Statement continuously effective pursuant to Section 4.3(c), but only if there is no Shelf Registration Statement then in effect, any other Holder which Demand Shareholders (“Requesting Shareholders”) shall have made a be entitled to make an unlimited number of written request to requests of the Company (each, a “Demand”) for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act of an amount of Registrable Securities then held by such Requesting Shareholders that equals or is greater than the Registrable Amount (includinga “Demand Registration” and such registration statement, without limitationa “Demand Registration Statement”). Thereupon, by means the Company shall, subject to the terms of a shelf this Agreement, use its commercially reasonable efforts to effect the registration pursuant to Rule 415 as promptly as practicable (but no later than forty-five (45) days after receipt of the Demand) under the Securities Act if so requested and if the Company is then eligible to use a shelf registrationof: (i) of the Registrable Securities which the Company has been so requested to register, register by the Requesting Shareholders for distribution disposition in accordance with such the intended method of distributiondisposition stated in such Demand; (ii) all other Registrable Securities which the Company has been requested to register pursuant to Section 4.1(b), but subject to Section 4.1(g); and (iii) all shares of Company Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 4.1, but subject to Section 4.1(g); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional shares of Company Common Stock, if any, to be so registered. (b) A Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known, and (yiii) if requested the identity of the Requesting Shareholder(s). Within ten (10) days after receipt of a Demand, the Company shall give written notice of such Demand to all other holders of Registrable Securities. The Company shall include in the Demand Registration covered by AIHLsuch Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein within ten (10) days after the Company’s notice required by this paragraph has been given, if AIHL is participating subject to Section 4.1(g). Each such written request shall comply with the requirements of a Demand as set forth in this Section 4.1(b). (c) A Demand Registration shall not be deemed to have been effected (i) unless the Demand Registration Statement with respect thereto has become effective and has remained effective for a period of at least one hundred five (105) days or such shorter period in which all Registrable Securities included in such registrationDemand Registration have actually been sold or otherwise disposed of thereunder (provided, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in such registration statement at the request of the Company or if requested the lead managing underwriter(s) pursuant to the provisions of this Agreement) or (ii) if, after it has become effective, such Demand Registration becomes subject, prior to one hundred five (105) days after effectiveness, to any stop order, injunction or other order or requirement of the Commission or other Governmental Authority, other than by reason of any act or omission by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registrationapplicable Selling Shareholders. (d) The Demand Registration rights granted in Section 2.1(a) Registrations shall be on such appropriate registration form of the Commission as shall be selected by the Company and reasonably acceptable to the Holders are subject to the following limitations: Requesting Shareholders. (ie) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the The Company shall not be required obligated to cause (i) subject to Section 4.1(c), maintain the effectiveness of a registration statement under the Securities Act filed pursuant to a Demand Registration for a period longer than one hundred five (105) days or (ii) effect any Demand Registration (A) within ninety (90) days of a “firm commitment” Underwritten Offering in which all Demand Shareholders were offered “piggyback” rights pursuant to Section 2.1(a4.2 (subject to Section 4.2(b)) to be declared effective within a period of 180 days after the effective date of any registration statement and at least fifty percent (50%) of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration number of Registrable Securities should not requested by such Demand Shareholders to be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and included in such disclosure at that time would be materially detrimental to the Company and its stockholders or Demand Registration were included, (B) materially interfere within ninety (90) days of the completion of any other Demand Registration (including, for the avoidance of doubt, any Underwritten Offering pursuant to any Shelf Registration Statement) or (C) if, in the Company’s good faith determination, it is not feasible for the Company to proceed with any material financing, acquisition, corporate reorganization or merger the Demand Registration because of the unavailability of audited or other transaction involving required financial statements of the Company or any of its subsidiaries (eachother Person; provided, a "Valid Business Reason"), that the Company may shall use its commercially reasonable efforts to obtain such financial statements as promptly as practicable. (f) The Company shall be entitled to (i) postpone (upon written notice to the Demand Shareholders) the filing or the effectiveness of a registration statement relating to a for any Demand Registration, (ii) cause any Demand Registration Request, or may cause such registration statement Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months and (such period of postponement or withdrawal, iii) suspend the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and use of the fact that prospectus forming the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal part of any registration statement, in each case in the event of a Blackout Period until the expiration of the applicable Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall not, during deliver to the period Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees the Company certifying that, upon receipt in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, each Demand Shareholder covenants that, subject to Applicable Law, it shall keep the fact of any such notice from strictly confidential, and, in the Company that the Company has determined to withdraw any registration statement case of a Blackout Period pursuant to clause (iiiii)(y) aboveof the definition of Blackout Period, such Holder will discontinue promptly halt any offer, sale, trading or other Transfer by it or any of its disposition Affiliates of any Registrable Securities pursuant to for the duration of the Blackout Period set forth in such registration statement notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Demand Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, any copies then in such Holder's the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If . (g) If, in connection with a Demand Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its (their) good faith opinion, the inclusion of all of the securities sought to be registered in connection with such Demand Registration would adversely affect the success thereof, then the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and include in such registration statement shall have been declared effective and shall not have been withdrawn. If only such securities as the Company shall give any notice is advised by such lead managing underwriter(s) can be sold without such adverse effect as follows and in the following order of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), priority: (i) authorized but unissued shares first, up to the number of Common Stock or shares of Common Stock held Registrable Securities requested to be included in such Demand Registration by the Company as treasury shares and Demand Shareholders, which, in the opinion of the lead managing underwriter(s), can be sold without adversely affecting the success thereof, pro rata among such Demand Shareholders on the basis of the number of such Registrable Securities requested to be included by such Demand Shareholders; (ii) any second, securities the Company proposes to sell; and (iii) third, all other shares securities of Common Stock which are the Company duly requested to be included in such registration pursuant statement, pro rata on the basis of the amount of such other securities requested to be included or such other allocation method determined by the Company. (h) Any time that a Demand Registration involves an Underwritten Offering, the Requesting Shareholder(s) shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the exercise offering of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") such Registrable Securities; provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to investment banker(s) and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (gmanager(s) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both acceptable to the Company and (such acceptance not to the Initiating Holderbe unreasonably withheld, conditioned or delayed).

Demand Registrations. (ai) Subject to the terms and conditions of this AgreementSection 2.1(c), at any time and or from time to time after the six-month anniversary of the first date hereofon which the Company shall have effected the registration under the Securities Act of any shares of Common Stock, the one or more Holders shall have the right to require the Company to file a registration statement under the Securities Act covering all or any part of their Registrable Securities with an aggregate value of $10,000,000 or greater (based on six the market price of the Common Stock as of the date of the Demand Registration Request (6) separate occasions in the aggregateas defined below)), by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof (including, but not limited to, an underwritten offering)thereof. All such requests by any Holder pursuant to this Section 2.1(a2.1(a)(i) are referred to herein as "“Demand Registration Requests," and ” the registrations so requested are referred to herein as "“Demand Registrations" (with respect to any Demand Registration, ” and the Holder Holders making such demand for registration being are referred to as the "“Initiating Holder"). Holders.” As promptly as practicable, practicable but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "a “Demand Exercise Notice"”) of such Demand Registration Request to all other Holders of record of Registrable SecuritiesHolders. (bii) The Company, subject to Sections 2.3 and 2.62.7, shall include in a Demand Registration (xA) the Registrable Securities of the Initiating Holder Holders and (yB) the Registrable Securities of any other Holder which that shall have made a written request to the Company within the time limits specified below for inclusion in such registration (which registration. Any such request shall from the other Holders must be delivered to the Company within 15 days after the receipt of the Demand Exercise Notice and must specify the maximum number of Registrable Securities intended to be disposed of by such other Holder. (iii) within 10 days after the receipt The Company, as expeditiously as possible but subject to Section 2.1(c), shall use its commercially reasonable efforts to effect such Demand Registration. (b) Registrations under this Section 2.1 shall be on such appropriate registration form of the Demand Exercise NoticeSEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof, which form shall be selected by the Company and shall be reasonably acceptable to the Majority Participating Holders. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: : (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be filed within 90 days or to be declared effective within a period of 180 days after the effective date of any other registration statement of the Company effected filed pursuant to the Securities Act; (ii) if, in connection with a Demand Registration Request; and (iii) if the Board opinion of Directors of outside counsel to the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities not otherwise then required by law to be publicly disclosed and, in the good faith judgment of the Company and board of directors of the Company, such disclosure at that time would be materially detrimental is reasonably likely to the Company and its stockholders or (B) materially interfere with adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries otherwise have a material adverse effect on the Company (each, a "“Valid Business Reason"”), the Company may postpone or withdraw a filing of a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement Request until such Valid Business Reason no longer exists, but in no event shall the Company avail itself of such right for more than three months 90 days, in the aggregate, in any period of 365 consecutive days (such period of postponement or withdrawalwithdrawal under this clause (ii), the "“Postponement Period"”); and the Company shall give written notice to the Participating Holder(s) of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that and (iii) the Company shall not be permitted obligated to postpone or withdraw a registration statement after effect more than five Demand Registrations under Section 2.1(a) for benefit of the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) Holders. If the Company shall give any notice of postponement or withdrawal of any registration statementstatement pursuant to clause (ii) above, the Company shall not, not register any equity security of the Company during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iiiii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticestatement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court2.1(a)(i), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shallstatement pursuant to clause (ii) above, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later more than three months 90 days after the date of the postponement or withdrawal), the Company shall use its commercially reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above)2.1. (fd) The Company, subject to Sections 2.3 and 2.62.7, may elect to include in any registration statement and offering made pursuant to Section 2.1(a2.1(a)(i), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and and/or (ii) any other shares of Common Stock which that are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which that are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("“Additional Piggyback Rights") ”); provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Participating Holders. (e) A Holder may withdraw its Registrable Securities from a Demand Registration at any time. If all such Holders do so, the Company shall cease all efforts to secure registration and such registration nonetheless shall be deemed a Demand Registration for purposes of this Section 2.1 unless (i) the withdrawal is made following withdrawal or postponement of such registration by the Company pursuant to a Valid Business Reason as contemplated by Section 2.1(c)(ii), (ii) the withdrawal is based on the reasonable determination of the Initiating HolderHolders that there has been, since the date of the Demand Registration Request, a material adverse change in the business or prospects of the Company or (iii) the Initiating Holders have paid or reimbursed the Company for all of the reasonable out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration. (f) A Demand Registration shall not be deemed to have been effected and shall not count as such (i) unless a registration statement with respect thereto has become effective and has remained effective for a period of at least 180 days or such shorter period during which all Registrable Securities covered by such registration statement have been sold or withdrawn, or, if such registration statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriter(s), is required by law for delivery of a prospectus in connection with the sale of Registrable Securities by an underwriter or dealer, (ii) if, after the registration statement with respect thereto has become effective, it becomes subject to any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason, (iii) if it is withdrawn by the Company pursuant to a Valid Business Reason as contemplated by Section 2.1(c) or (iv) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Demand Registration are not satisfied, other than solely by reason of some act or omission of the Participating Holders. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to Majority Participating Holders may designate the lead managing underwriter in connection with such registration and each other managing underwriter for such registration; provided that the lead managing underwriter and , provided, that, in each case, each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating HolderMajority Participating Holders.

Demand Registrations. (a) Subject to the terms and conditions provisions of Section 5 in the event of assignment of this Agreement, at any time and if the Company shall receive a written request from time Security Holder requesting that the Company file a Registration Statement relating to time after the date hereofRegistrable Securities, the Holders shall have Company will as promptly as practicable prepare and file a Registration Statement and use reasonable best efforts to cause the right Registration Statement to require become effective; subject, however, to the following provisions: (1) the Company shall be required to file no more than an aggregate of 5 Registration Statements on behalf of Security Holder (or Security Holders in the event of an assignment of this Agreement) pursuant to this Subsection 2.A, plus any number of additional Registration Statements (not to exceed an aggregate of an additional 5) as to which, at the time of the first filing with the SEC, the Security Holder (or Security Holders in the event of an assignment of this Agreement) and its underwriter(s) have reasonably estimated that the price to the public of the Registrable Securities to be sold (before discounts, commissions, and expenses) will be equal to or greater than $50,000,000; (2) the Company shall not be obligated (i) to file a registration statement under the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions requested Registration in the aggregate, by delivering a written request therefor to event that the Company specifying the aggregate number of Registrable Securities to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand requested Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later is less than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 202 1/2% of the Registrable Securities then outstandingissued and outstanding Common Stock; or (ii) to prepare or file such Registration Statement or an amendment or supplement thereto, and may suspend sales, at any time when the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement reasonably determines (by action of the Company effected in connection with a Demand Registration Request; and (iii) if Company's Board of Directors or an officer duly authorized by the Board of Directors to make such decision) that the filing thereof at the time requested, or the offering of Registrable Securities pursuant thereto, would materially and adversely affect a pending or proposed offering of securities of the Company, an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction relating to the Company or negotiations, discussions or pending proposals with respect thereto or require premature disclosure of information not otherwise required to be disclosed to the potential detriment of the Company; PROVIDED, HOWEVER, that such period of sale or distribution shall resume after any such suspension for a number of days necessary to keep such Registration effective for permitted sales thereunder for a term of 90 days. The filing of a Registration Statement, or any amendment or supplement thereto, by the Company may not be deferred, and the sale and distribution of shares may not be suspended, in its good faith judgmenteach case pursuant to the foregoing provisions, determines that for more than 60 days after the abandonment or consummation (or the completion of the distribution of securities in the case of a public offering) of any registration of the proposals or transactions described therein or, in any event, for more than 120 days during any one year; (3) a Registration Statement filed pursuant to a request of Security Holder shall first include all Registrable Securities should not requested to be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities included by Security Holder and, only after such inclusion, may, include securities of the Company and such disclosure at that time would be materially detrimental to being sold for the account of the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that securities to be offered on behalf of the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted Registration Statement only to the extent that it is pursuant to and that, in the reasonable opinion of the managing underwriter for the Public Offering of Registrable Securities on behalf of Security Holder, such inclusion will not materially adversely affect the distribution of Registrable Securities on behalf of Security Holder; (4) the selection of an underwriter for a Public Offering of Registrable Securities by Security Holder shall be subject to the terms approval of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood which shall not be unreasonably withheld; (5) for purposes of paragraph (1) of this Subsection A, if a requested Registration Statement is filed and agreed that either the Company otherwise complies with its obligations hereunder, but the Registration Statement is withdrawn by Security Holder due to a delay in the offering requested by the Company for a period of Xxxxxxx Xxxxx & Co. or Credit Suisse more than 15 business days pursuant to Section 2, then no requested Registration Statement shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter been filed; and (6) no Other Holder (as defined below) shall be reasonably satisfactory entitled to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter include securities or piggyback in any such registration, provided that such managing underwriter selected Registration demanded by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Security Holder.

Demand Registrations. (a) Subject to the terms and conditions of this Agreement, at At any time and from time to time after the date hereofexpiration of the Lock-Up Period, the Holders each of JLL and DSM shall have the right be entitled to require make a written request of the Company to file (a “Demand”), for registration statement under the Securities Act covering all or any part of their the applicable Registrable Securities held by JLL or its Affiliated Entities, on six the one hand, or DSM or its Affiliated Entities, on the other hand (6each, a “Demand Registration”). The Shareholder making such Demand (the “Demanding Shareholder”) separate occasions in shall specify (i) the aggregate, by delivering a written request therefor to the Company specifying the aggregate number of Registrable Securities held by it or its Affiliated Entities requested to be included in such registration registered and (ii) the intended method of distribution thereof (including, but not limited to, an underwritten offering). All in connection with such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and to the registrations so requested are referred to herein as "Demand Registrations" extent then known. Within three (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after 3) Business Days of receipt of a Demand Registration RequestDemand, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders Shareholders, which notice shall include the material terms and conditions of record of Registrable Securities. (b) The Companythe registration, subject to Sections 2.3 the extent then known; provided that, if such terms are not then known, the Demanding Shareholder shall promptly notify the Company and 2.6the other Shareholders when such information becomes available. Subject to Section 5.01(f), the Company shall include in a Demand Registration (x) the such registration all Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder with respect to which shall have made it has received a written request to the Company for inclusion in such registration therein (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holdera “Demand Participation Notice”) within 10 days ten (10) Business Days (five (5) Business Days in the case of a short-form registration) after the receipt by such Shareholder of the Demand Exercise Notice. (c) Company’s notice required by this paragraph. The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of file any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of covering Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financingan aggregate fair market value less than $50 million. The Demanding Shareholder, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but together with all holders participating in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have following notice thereof pursuant to this Section 5.01(a) are collectively referred to herein as the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder“Demanding Holders.”

Demand Registrations. (a) Subject Manchester shall have the right by delivering a written notice to Arsenal (a Demand Notice) to require Arsenal to, pursuant to the terms and conditions of this Agreement, at any time register under and from time to time after in accordance with the date hereof, the Holders shall have the right to require the Company to file a registration statement under provisions of the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities requested by such Demand Notice to be included in such registration and the intended method of distribution thereof so registered (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any a Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company Arsenal shall not be permitted obligated to postpone effect a Demand Registration pursuant to this Section 2.1 unless no less than three million (3,000,000) Arsenal Shares are proposed to be sold pursuant to such Demand Registration. A Demand Notice shall also specify the expected method or withdraw methods of disposition of the applicable Registrable Securities and whether the Registration Statement should be a Shelf Registration Statement. Subject to paragraph (e) of this Section 2.1, following receipt of a Demand Notice, Arsenal shall use its commercially reasonable efforts to file, as promptly as reasonably practicable, but not later than 60 days after receipt by Arsenal of such Demand Notice (except in connection with the Secondary Offering), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by Manchester (a Demand Registration Statement) and, unless such Registration Statement shall be an automatic shelf registration statement statement, shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHLfiling thereof. (eb) If Except as contemplated by Section 2.2(b) of the Company Framework Agreement and except as set forth below, no Person other than the Holders designated by Manchester in the Demand Notice shall give be permitted to offer securities under any notice Demand Registration Statement filed pursuant to this Section 2.1, unless Manchester consents in writing. Arsenal and any other holders of postponement Arsenal Shares shall have a right to include Arsenal Shares in any Demand Registration Statement other than the Demand Registration Statement to be filed in connection with the Secondary Offering (except as otherwise contemplated by Section 2.2(b) of the Framework Agreement); provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise Arsenal, Manchester and such other holders in writing that it is their good faith opinion that the total amount of Arsenal Shares requested by Arsenal (for its own account or withdrawal the account of any registration statementother holder) to be so included, together with the Company Registrable Securities that the Holders intend to include in such offering, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of such securities, then there shall notbe included in such firm commitment underwritten offering the number or dollar amount of Arsenal Shares and Registrable Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, during and such number of securities shall be allocated for inclusion as follows: (i) first, all Registrable Securities being sold by the Holders; and (ii) second, all Arsenal Shares requested to be included by Arsenal (for its own account or the account of any other holder). (c) Arsenal shall be required to maintain the continuous effectiveness of any Demand Registration Statement for a period of postponement at least sixty (60) days after the effective date thereof or withdrawal, register any Common Stock, other than such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. (d) Arsenal shall be obligated to effect up to three (3) Demand Registrations pursuant to this Section 2.1; provided, however, that (i) a Demand Notice that does not result in an effective registration statement on Form S-4 under the Securities Act, or S-8 (or ii) an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt offering of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed a Demand Registration Statement that is interfered with by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court)Governmental Entity, the Company in each case shall not be considered to have effected an effective registration counted as a Demand Registration for the purposes of this Agreement paragraph; provided, further, that (includingx) upon the closing of the Coniston Transaction, without limitation, the Secondary Offering shall be counted as a Demand Registration for purposes of this paragraph and (y) a Demand Registration Statement that has been abandoned or withdrawn in accordance with paragraph (f) of this Section 2.1(c2.1 shall be counted as a Demand Registration for purposes of this paragraph unless Manchester pays all Registration Expenses in connection with such abandoned or withdrawn registration. (e) aboveExcept in connection with the Secondary Offering, Arsenal shall be entitled to postpone (but not more than twice in any twelve (12)-month period), for a reasonable period of time not in excess of an aggregate total of one hundred and twenty (120) until days in any such period, the Company shall have filed a new registration statement covering filing or initial effectiveness of, or suspend the use of (and the Holders participating in such offering hereby agree not to offer or sell any Registrable Securities covered by the withdrawn registration statement and pursuant to such registration statement shall have been declared effective during such postponement or suspension and shall to hold the existence and contents of such suspension and suspension notice confidential), a Demand Registration Statement if the Board of Directors of Arsenal determines in good faith that, such registration, offering or use would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of Arsenal or any material transaction under consideration by Arsenal or would require the disclosure of information that has not have been withdrawn. If been, and is not otherwise required to be, disclosed to the Company shall give any notice of withdrawal or postponement of a registration statementpublic, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date premature disclosure of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such requestwhich would, in which case the Company shall not be considered to have effected an effective registration for the purposes good faith judgment of this AgreementArsenal, including, without limitation, for purposes of Section 2.1(c) above)materially adversely affect Arsenal. (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL Manchester shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided notify Arsenal that it has determined that the lead managing underwriter and each Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event Arsenal shall promptly abandon or withdraw such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating HolderRegistration Statement.

Demand Registrations. (a) (i) Subject to the terms Sections 2.1(b) and conditions of this Agreement2.3, at any time and from time to time after time, for so long as the date hereofTHL Party or the Advent Party owns at least 5% of the outstanding Registrable Securities of the Company, the Holders such party shall have the right to require the Company to file a one or more registration statement statements under the Securities Act covering all or any part of their its Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof therefor (including, but not limited to, an underwritten offeringa “Demand Registration Request”). All such requests pursuant to this Section 2.1(a) are The registration so requested is referred to herein as "a “Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" Registration” (with respect to any Demand Registration, the Holder Holder(s) making such demand for registration being referred to as the "“Initiating Holder"Holders”). As promptly as practicableAny Demand Registration Request may request that the Company register Registrable Securities on an appropriate form, but no including a shelf registration statement, and, if the Company is a WKSI, an automatic shelf registration statement. No later than ten days five Business Days after receipt of a Demand Registration Request, the Company shall give written notice (the "“Demand Exercise Notice"”) of such Demand Registration Request to all each other Holders of record of Registrable SecuritiesHolder. (bii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder Holders and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration pursuant to Section 2.2 (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holder) within 10 five days after the receipt of the Demand Exercise Notice. (ciii) The Company shall, as expeditiously as possiblesubject to Section 2.1(b), use its reasonable best efforts to (x) effect no later than 30 days following receipt of a Demand Registration Request, file with the SEC and, within 60 days of such filing, cause to be declared effective such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registrationrequested) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, including a distribution to, and resale by, the members or partners of a Holder (a “Partner Distribution”) and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registrationHolders, obtain acceleration of the effective date of the registration statement relating to such registration. (div) The Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder seeking to effect or considering a Partner Distribution, file any prospectus supplement or post-effective amendments, or include in the initial registration statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder to effect such Partner Distribution. (b) Notwithstanding anything to the contrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect (x) the Company shall not be required to effect more than one Demand Registration pursuant to Section 2.1(a)(i)(y) in any nine month period from the THL Party (it being understood that a registration pursuant to a Piggyback Request (as defined in Section 2.2) by the THL Party shall not constitute a Demand Registration for the purposes of this Section 2.1(b)(i)) and (y) the Company shall not be required to effect more than one Demand Registration pursuant to Section 2.1(a)(i)(y) in any nine month period from the Advent Party (it being understood that a registration pursuant to a Piggyback Request by the Advent Party shall not constitute a Demand Registration for the purposes of this Section 2.1(b)(i)); (ii) each registration in respect of a Demand Registration Request initiated made by a transferee of AIHLan Initiating Holder must include, in the aggregate (based on the Common Stock included in such registration statement must include by all Holders participating in such registration), shares of Common Stock representing in excess having an aggregate market value of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Requestat least $25 million; and (iii) if the Board of Directors of the CompanyBoard, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger reorganization, merger, share exchange or other transaction or event involving the Company or any of its subsidiaries or because the Company does not yet have appropriate financial statements of acquired or to be acquired entities available for filing (eachin each case, a "“Valid Business Reason"”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 45 days after the date the Board determines a Valid Business Reason exists and (y) in case a registration statement has been filed relating to a Demand Registration Request, or may if the Valid Business Reason has not resulted from actions taken by the Company, the Company may, to the extent determined in the good faith judgment of the Board to be reasonably necessary to avoid interference with any of the transactions described above, cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than three months 45 days after the date the Board determines a Valid Business Reason exists (such period of postponement or withdrawalwithdrawal under this clause (iv), the "“Postponement Period"”); and the . The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, together with a certificate of such determination signed by the Chief Executive Officer or Chief Financial Officer of the Company, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six 12 months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) Period. If the Company shall give any notice of postponement or withdrawal of any registration statementstatement pursuant to clause (x) above, the Company shall not, during the period of postponement or withdrawalPostponement Period, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw withdraw, terminate or postpone amending or supplementing any registration statement pursuant to clause (iiix) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticestatement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a2.1(a)(i) (whether pursuant to Section 2.1(d)(iiiclause (iii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn or terminated registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months 45 days after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement), including, without limitation, for purposes of Section 2.1(cand such registration shall not be withdrawn or postponed pursuant to clause (x) above, of this Section 2.1(b). (fc) In connection with any Demand Registration, the Participating Holder holding the highest percentage of the then outstanding Registrable Securities at the time of the Demand Registration Request shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with any underwritten offering pursuant to such registration and each other managing underwriter for any such underwritten offering; provided that in each case, each such underwriter is reasonably satisfactory to the Company, which approval shall not be unreasonably withheld or delayed. (d) The obligation to effect a Demand Registration as described in this Section 2.1 shall be deemed satisfied only when a registration statement covering the applicable Registrable Securities shall have become effective (unless, after effectiveness, the registration statement becomes subject to any stop order, injunction or other order of the SEC or other governmental agency, in which case the obligation shall not be deemed satisfied) and, if the method of disposition is a firm commitment underwritten public offering, all such Registrable Securities have been sold pursuant thereto. (e) In the event that the Company files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Demand Registration Request and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), the Initiating Holders with respect to such Demand Registration Request shall have the right at any time or from time to time to elect to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect and only if the method of distribution set forth in the shelf registration allows for sales pursuant to an underwritten offering. The Initiating Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying the number of Shelf Registrable Securities that the Initiating Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to each other Holder. The Company, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Registrable Securities of the Initiating Holders and (y) the Shelf Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) pursuant to a Shelf Underwriting Notice within seven days after the receipt of such notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if the THL Party or the Advent Party wishes to engage in a Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then such Holder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the THL Party or the Advent Party that did not initiate the Block Trade. Such Holder must elect whether or not to participate in such Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including cooperating with the Participating Holders with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three Business Days after the date it commences), provided that the Holder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. For the avoidance of doubt, the Management Stockholders shall not be entitled to receive notice of, or to elect to include participate in, a Block Trade or any Shelf Registration Statement or prospectus to be used in connection with such Block Trade. The Company shall, at the request of the Holder initiating the Block Trade, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement and offering made pursuant to (as defined in Section 2.1(a2.4), any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Holder initiating the Block Trade to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the THL Party and the Advent Party may request, and the Company shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. Notwithstanding anything to the contrary in this Section 2.1(e), each Shelf Underwriting must include, in the aggregate (i) authorized but unissued based on the Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock or shares having an aggregate market value of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holderat least $25 million. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. (a) Subject to the terms and conditions provisions of this AgreementArticle II, at any time and from time to time after the date hereoftime, the Holders shall have the right to require the Company to file a (i) AIG may request registration statement under the Securities Act covering of all or any part portion of their its Registrable Securities on six Form S-1 (6excluding a Shelf Registration) separate occasions or any successor long-form registration statement (“Long-Form Registrations”) subject to and in accordance with Section 2.1(b) and (ii) AIG may, if available, request registration under the aggregateSecurities Act of all or any portion of its Registrable Securities on a shelf registration statement on Form S-3 or any successor short-form registration statement (a “Shelf Registration”), by delivering a written request therefor subject to and in accordance with Section 2.1(b); provided, that the Company specifying the number of Registrable Securities shall not be obligated to be included effect more than four (4) Demand Registrations (as defined below) in such registration and the intended method of distribution thereof any twelve (including, but not limited to, an underwritten offering)12)-month period. All such requests registrations requested pursuant to this Section 2.1(a) by AIG are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "“Demand Registrations" (with respect to any Demand Registration, the Holder making such demand .” Each request for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, shall specify the Company shall give written notice (approximate number of shares requested to be registered and the "Demand Exercise Notice") intended method of such Demand Registration Request to all other Holders of record of Registrable Securitiesdistribution. (b) The Company, subject to Sections 2.3 and 2.6, shall include in If a Demand Registration (x) is an underwritten offering and the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to managing underwriters advise the Company for inclusion in such registration (which request shall specify writing that in their opinion the maximum number of Registrable Securities intended and, if permitted hereunder, other securities requested to be disposed included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering, then the Company shall include (i) first, all Registrable Securities requested to be sold by AIG, if any, in such Holder) within 10 days after Demand Registration up to that number of securities that in the receipt opinion of such underwriters can be sold in such offering without adversely affecting the marketability of the Demand Exercise Noticeoffering and (ii) second, any other securities requested to be included. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) Notwithstanding anything to the Holders are subject to the following limitations: contrary in this Agreement, (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required obligated to cause effect any Demand Registration during any period in which the Company is restricted from effecting a registration registration, offering or sale of shares of Company Common Stock pursuant to Section 2.1(aa lock-up or similar agreement entered into in connection with any offering or sale of Company Common Stock registered with the SEC; provided, that the restriction period thereunder shall not exceed one hundred eighty (180) to be declared days after the effective within a period date of 180 the Company’s IPO or sixty (60) days after the effective date of any other public offering (unless the managing underwriter advises otherwise), and (ii) the Company may postpone the filing or the effectiveness of a registration statement of the Company effected in connection with for a Demand Registration Request; or suspend the use of a prospectus that is part of a Shelf Registration (and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration therefore suspend sales of Registrable Securities should thereunder in accordance with Section 2.1(a)) during any Blackout Period; provided that only in such event, AIG shall be entitled to withdraw such request for a Demand Registration and, if so withdrawn, such Demand Registration shall not be made or continued because it would either count against the total number of Demand Registrations provided for in Section 2.1(a). (Ad) require under applicable law disclosure of material nonIf any Demand Registration, including any take-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries downs off a Shelf Registration (each, a "Valid Business Reason"“Shelf Take-down”), is an underwritten offering, then AIG shall have the Company may postpone filing a registration statement relating right to a Demand Registration Request, or may cause select the managing underwriters to administer such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHLoffering. (e) If the Company shall give For so long as AIG holds any notice of postponement or withdrawal of any registration statementRegistrable Securities, the Company and its Affiliates shall not, during the period of postponement or withdrawalwithout AIG’s prior written consent, register enter into any Common Stock, other than pursuant to a Contract providing another Person with registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company rights that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in would conflict with the terms of, provisions of this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating HolderArticle IV. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. (a) Subject to the terms and conditions of this AgreementSection 2.1(h), at any time and from time to time after following the date hereoflast day of the Holding Period, the Holders Holders’ Representative shall have the right by delivering a written notice to the Company (a “Demand Notice”) to require the Company to, pursuant to file a registration statement the terms of this Agreement, register under and in accordance with the provisions of the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities Beneficially Owned by Holders and requested by such Demand Notice to be included in such registration so registered (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the amount of Registrable Securities requested to be registered is reasonably expected to generate aggregate gross proceeds on sale (prior to deducting underwriting discounts and commissions and offering expenses) of at least $35 million. A Demand Notice shall also specify the intended expected method or methods of distribution thereof (includingdisposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall use its reasonable best efforts to file, as promptly as reasonably practicable, but not limited tolater than, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (60 days with respect to any Demand Registrationunderwritten offering, the Holder making such demand for registration being referred or 30 days with respect to as the "Initiating Holder"). As promptly as practicableany other offering, but no later than ten days after receipt of a Demand Registration Request, by the Company shall give written notice (the "Demand Exercise Notice") of such Demand Notice (subject to paragraph (e) of this Section 2.1) (provided, however, that with respect to a Demand Notice delivered to the Company following the Company’s failure or decline to exercise its option to purchase the Offered Stock pursuant to Section 1.4(b), such 60 or 30 day period, as applicable, shall commence from the date on which the Offering Notice was delivered to the Company), a Registration Request Statement relating to all other the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of record of Registrable Securitiesdistribution elected by such Holders (a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) The Company, subject If any of the Registrable Securities to Sections 2.3 and 2.6, shall include in be registered pursuant to a Demand Registration (xare to be sold in a firm commitment underwritten offering, and the managing underwriter(s) of such underwritten offering advise the Company and Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of the Initiating Holder and (y) the Registrable Securities and such Other Securities that in the opinion of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities intended to and Other Securities shall be disposed allocated for inclusion as follows: (i) first, the Registrable Securities for which inclusion in such demand offering was requested by the Holders, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; and (ii) within 10 days after second, among any holders of Other Securities, pro rata, based on the receipt number of the Demand Exercise NoticeOther Securities Beneficially Owned by each such holder. (c) The Holders collectively shall be entitled to request no more than two Demand Registrations pursuant to this Section 2.1; provided, that in no event shall the Company shallbe required to effect more than one Demand Registration in any three month period. (d) In the event of a Demand Registration, as expeditiously as possible, the Company shall use its reasonable best efforts to (x) effect such registration under maintain the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) continuous effectiveness of the Registrable Securities which the Company has been so requested to register, applicable Registration Statement for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of at least 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. For the avoidance of any registration statement doubt, the foregoing sentence is not intended to limit the obligation of the Company effected to maintain the continuous effectiveness of the Short-Form Registration contemplated by Section 2.2 as required by Section 2.2. (e) The Company shall be entitled to postpone (but not more than once in connection any six-month period), for a reasonable period of time, together with any postponement under Section 2.2(c), not in excess of 60 days (and not for periods exceeding, in the aggregate, 90 days during any twelve-month period), the filing or initial effectiveness of, or suspend the use of, a Demand Registration Request; and (iii) Statement if the Board of Directors Company delivers to the Holders’ Representative a certificate signed by both the Chief Executive Officer and Chief Financial Officer of the CompanyCompany certifying that, in its their good faith judgment, determines that any registration of Registrable Securities should not such registration, offering or use would reasonably be made expected to materially adversely affect or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any bona fide and imminent material financing, acquisition, corporate reorganization or merger or other transaction involving financing of the Company or any imminent material transaction under consideration by the Company or would require the disclosure of its subsidiaries (eachinformation that has not been, a "Valid Business Reason")and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. The Company may postpone shall have no obligation to include in any such certificate any reference to or description of the facts based upon which the Company is delivering such certificate. If the Company so postpones the filing of a Registration Statement, the Holders’ Representative will have the right to withdraw the request for registration statement by giving written notice to the Company within ten days of the anticipated termination date of the postponement period, as provided in the notice delivered to the Holders’ Representative and such withdrawn registration will not count as a Demand Registration. (f) The Holders’ Representative shall have the right to notify the Company that it has determined that the Registration Statement relating to a Demand Registration Requestbe abandoned or withdrawn, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no which event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone promptly abandon or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHLRegistration Statement. (eg) If No request for registration will count for the Company shall give any notice purposes of postponement or withdrawal of any registration statement, the Company shall not, during limitations in Section 2.1(c) if: (A) the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then Holders’ Representative determines in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined good faith to withdraw any the proposed registration statement pursuant prior to clause (iii) above, such Holder will discontinue its disposition the effectiveness of Registrable Securities pursuant the Registration Statement relating to such registration statement and, if so directed by request due to marketing conditions or regulatory reasons relating to the Company, will deliver (B) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than solely by reason of the applicable Holders having refused to proceed), (C) the Registration Statement is not maintained effective for the period required pursuant to this Section 2.1(d), (D) prior to the Company (sale of at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession least 90% of the prospectus covering such Registrable Securities that was included in effect at the time of receipt of applicable registration relating to such notice. If the Company shall have withdrawn or prematurely terminated a request, such registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of is adversely affected by any stop order, injunction or other order or requirement of the SEC or any other governmental agency Governmental Entity or court, (E) more than 10% of the Registrable Securities requested by the Holders to be included in the registration are not so included pursuant to Section 2.1(b), or (F) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a default or breach thereunder by the applicable Holders). Notwithstanding anything to the contrary, the Company will pay all expenses (in accordance with Section 2.9) in connection with any request for registration pursuant to this Agreement regardless of whether or not such request counts toward the limitation set forth above. (h) Notwithstanding anything else to the contrary in this Section 2.1, if, prior to any request for registration pursuant to this Section 2.1, (i) the Company shall have filed a Shelf Registration Statement covering all of the Registrable Securities, (ii) the plan of distribution set forth in such Shelf Registration Statement includes underwritten offerings and (iii) the Shelf Registration Statement is effective when the Holders’ Representative would otherwise make a request for registration under this Section 2.1, the Company shall not be considered required to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the separately register any Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts response to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse request shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then a request that the Company shall have cooperate in effecting a Takedown (as defined below) of the right Registrable Securities pursuant to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in Shelf Registration Statement. The Company may also register Other Securities on any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating HolderShelf Registration Statement.

Demand Registrations. (a) Subject to the terms and conditions of this Agreement, at At any time and from time to time after the date hereoffirst anniversary of the Closing Date, and until the later of (i) the fifth anniversary of the Closing Date and (ii) such time as the Investors own less than 10.0% of the outstanding Common Stock of the Company (assuming, for such purpose, the Holders shall have conversion of all outstanding Debentures), one or more Investors (the right to require "Requesting Investors") may request in writing that the Company to file a effect the registration statement under the Securities Act covering of all or any part of their Registrable Securities on six (6) separate occasions Securities, specifying in the aggregate, by delivering a written request therefor to the Company specifying the number and types of Registrable Securities to be included in registered by each such registration holder and the intended method of distribution disposition thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being notice is hereinafter referred to as the a "Initiating HolderHolder Request"). As promptly as practicable, but no later than ten days after Upon receipt of a Demand Registration such Holder Request, the Company shall will promptly give written notice (the "Demand Exercise Notice") of such Demand Registration Request requested registration to all other Holders of record holders of Registrable Securities. (b) The Company, which other holders shall have the right, subject to Sections 2.3 and 2.6the provisions of Section 2.1(h) hereof, shall to include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion held by them in such registration (which request shall specify and thereupon the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shallwill, as expeditiously as possible, use its reasonable best efforts to (x) effect such the registration under the Securities Act of: (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registrationi) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested register by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration.Requesting Investors; and (dii) The Demand Registration rights granted in Section 2.1(aall other Registrable Securities which the Company has been requested to register by any other holder thereof (the "Other Holders" and, together with the Requesting Investors, the "Selling Holders") by written request given to the Holders are subject Company within 30 calendar days after the giving of such written notice by the Company. all to the following limitations: (i) with respect extent necessary to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% permit the disposition of the Registrable Securities then outstanding; (ii) the Company shall not so to be required to cause a registration registered pursuant to Section 2.1(a) to be declared effective within a period an Underwritten Offering or by such other method of 180 days after disposition as the effective date of any registration statement of Requesting Investors may specify in the Company effected in connection with a Demand Registration Holder Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted obligated to postpone or withdraw file a registration statement after pursuant to any Holder Request under this Section 2.1(a); (A) Unless the expiration Company shall have received requests for such registration with respect to Registrable Securities (i) constituting at least 20% of any Postponement Period until six the Registrable Securities (assuming, for the purpose of calculating such percentage, the conversion of all outstanding Debentures) and (ii) having a market value of at least $5.0 million; or (B) Within a period of 6 months after the expiration effective date of such Postponement Period without any other registration statement relating to any registration request under this Section 2.1(a); or (C) Within three (3) months of the prior written approval effective date of AIHLany registration statement for equity securities of the Company (other than on Form S-8 or Form S-4 or any successor form). (eb) Notwithstanding the foregoing provisions of Section 2.1(a), and except as provided in Section 2.1(h), the Company shall not be obligated to file more than an aggregate of two (2) registration statements pursuant to this Section 2.1. (c) If the Company shall give any notice of postponement or withdrawal of any proposes to effect a registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than requested pursuant to this Section 2.1 by the filing of a registration statement on Form S-4 or S-8 S-3 (or an equivalent any successor short-form registration statement), the Company will comply with any request by the managing underwriter to effect such registration on another permitted form then if such managing underwriter advises the Company that, in effect). Each Holder its opinion, the use of another form of registration statement is of material importance to the success of such proposed offering, provided that the incremental additional cost of using such other form is borne by the Requesting Holder. (d) A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to covered by such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) until such time as all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was have been disposed of in effect at accordance with the time intended methods of receipt disposition by the seller or sellers thereof set forth in such registration statement (unless the failure to so dispose of such notice. If Registrable Securities shall be caused solely by reason of a failure on the Company shall have withdrawn or prematurely terminated a part of the Selling Holders); provided that such period need not exceed 60 days; (ii) if after it has become effective, such registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or courtcourt for any reason not attributable solely to the Selling Holders or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than solely by reason of a failure on the part of the Selling Holders. (e) The Company will pay all Registration Expenses in connection with each of the registrations of Registrable Securities effected by it pursuant to this Section 2.1. (f) Subject to any existing commitments of the Company, the Requesting Investors shall have the right to select the investment bank (or investment banks) that shall manage the offering (collectively, the "managing underwriter") involving a registration under this Section 2.1; provided that such managing underwriter is reasonably acceptable to the Company. (g) Whenever a requested registration pursuant to this Section 2.1 involves a firm commitment underwriting (an "Underwritten Offering"), the only shares that may be included in such Underwritten Offering are (i) Registrable Securities, and (ii) securities of the Company which are not Registrable Securities, but which are includable by the holders thereof upon exercise "demand" or "piggyback" registration rights similar to those applicable to Registrable Securities pursuant to Sections 2.1 or 2.2 or securities offered for sale by the Company ("Company Securities"). (h) If a registration pursuant to this Section 2.1 involves an Underwritten Offering and the managing underwriter shall advise the Company that, in its judgment, the number of shares proposed to be included in such Underwritten Offering exceeds the number which can be sold in such offering so as to be reasonably likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering, then the Company will promptly so advise each holder of Registrable Securities and Company Securities that has requested registration, and the Company Securities, if any, shall first be excluded from such Underwritten Offering to the extent necessary to meet such limitation; and if further exclusions are necessary to meet such limitation, Registrable Securities requested to be registered pursuant to Section 2.1(a)(i) or Section 2.1(a)(ii) shall be excluded pro rata, based on the respective numbers of shares of Common Stock as to which registration shall have been requested by such Persons. If the number of Registrable Securities requested to be registered pursuant to Section 2.1(a)(i), but that are excluded from registration pursuant to this Section 2.1(h), is equal or greater to 25% of the total number of Registrable Securities requested to be so registered, then such registration by the Company shall not count as a registration for the purposes of Section 2.1(b) only. (i) It is hereby further agreed that with respect to any registration requested pursuant to this Section 2.1 the Company may defer the filing or effectiveness of any registration statement related thereto (or cause sales to cease under any previously filed registration statement) for a reasonable period of time not to exceed 120 days after such request if (A) the Company is, at such time, working on an underwritten public offering of Common Stock and is advised by its managing underwriter(s) that such offering would in its or their opinion be adversely affected by such filing or (B) the Company determines, in its good faith and reasonable judgment, that any such filing or the offering of any Registrable Securities would materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company; provided that, with respect to clause (B), the Company gives the Requesting Investors written notice of such determination; and provided further, however, with respect to both clauses (A) and (B), the Company shall not be considered entitled to have effected postpone such filing or effectiveness (or to cause sales under an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new existing registration statement covering to cease) if, within the preceding 12 months, it had effected two postponements pursuant to this paragraph (i) and, following such postponements, the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration sold pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are postponed registration statements were not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement sold ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holderfor any reason). (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. (a) Subject to On any two (2) occasions after the terms and conditions date of this Agreement, subject to the conditions set forth in this Agreement, including without limitation the conditions set forth in Section 2(b) below, one or more Holders holding at any time and from time to time after least forty percent (40%) of the date hereof, Registrable Securities then held by all Holders may request (the Holders shall have the right to require "Initiating Holders") that the Company cause to file be filed with the Commission and cause to become effective a registration statement (a "Demand Registration Statement") under the Securities Act covering all or any part relating to the sale by such Holders of their Registrable Securities on six (6) separate occasions in accordance with the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering)terms hereof. All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after Upon receipt of a Demand Registration Requestany such request, the Company shall give written notice of such proposed registration to all Holders of Registrable Securities. 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 included in the Demand Exercise Notice") Registration Statement such of their Registrable Securities as each Holder may request in such notice of election. Thereupon, the Company shall as soon as practicable thereafter cause such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended Statement to be disposed of filed and declared effective by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Commission for all Registrable Securities which the Company has been so requested to register, for distribution . The Company shall in accordance with such intended method no event be obligated to effect under this Section 2 more than two (2) demand registrations. If the managing underwriter of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) an underwritten offering with respect to which registration has been requested by any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) Holder pursuant to this Section 2 has advised the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Companythat, in its such underwriter's good faith judgment, determines that any registration the number of Registrable Securities should not securities to be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of sold in such offering by the Company and such disclosure at that time would be materially detrimental to persons other than the Company and its stockholders or (Bcollectively, "Selling Stockholders") materially interfere with any material financingis greater than the number which can be offered without adversely affecting such offering, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), then the Company may postpone filing a registration statement relating reduce the number of securities to be included in such offering to a Demand Registration Requestnumber deemed satisfactory by the managing underwriter, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company -------- ------- securities to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not be permitted having contractual, incidental registration rights; second, securities held by any Selling Stockholder (not including the Holders) participating in such offering pursuant to postpone or withdraw a the exercise of contractual piggyback registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. rights (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to the Xxxxxxx Agreement or the Richmont Agreement), as determined on a registration statement on Form S-4 or S-8 pro rata basis (or an equivalent registration form then in effectbased upon the aggregate number of securities held by such Selling Stockholders). Each Holder of Registrable Securities agrees that; third, upon receipt of any notice from securities the Company that proposes to sell and other securities of the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then included in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop orderregistration; fourth, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered securities held by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares any Selling Stockholder participating in such offering pursuant to the exercise of Common Stock piggyback registration rights under the Xxxxxxx Agreement or shares of Common Stock held by the Company as treasury shares Richmont Agreement and (ii) any other shares of Common Stock which are requested to be included Holder participating in such registration pursuant to the exercise of piggyback the demand registration rights granted set forth in this Section 2, as determined on a pro rata basis (based upon the aggregate number of securities held by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to Selling Stockholders and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holdersuch Holders). (gb) In connection with any Demand Registration that is If a requested registration pursuant to this Section 2 involves an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse underwriters thereof shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory Holders of at least a majority (by number of shares) of the Registrable Securities as to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holderwhich registration has been requested.

Demand Registrations. (a) Subject to the terms and conditions of this Agreement, at any time and from time to time after the delivery by ICN to the Company of a written notice pursuant to Section 3.4 of the Affiliation and Distribution Agreement between the Company and ICN dated as of the date hereofhereof that ICN no longer intends to proceed with or complete the Distribution (the "Registration Rights Trigger Date"), the Holders shall have the right to require the Company to file a registration statement under the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHLICN, if AIHL ICN is participating in such registration, or if requested by the Initiating Holder, if AIHL ICN is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHLICN, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries subsidiaries; or (B) require under applicable law disclosure of material non-public information and such disclosure at that time would be materially detrimental to the Company (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHLICN. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter, and subject to the next sentence, each other managing underwriter for such registration; provided that, provided that if ICN is participating in the Demand Registration, each such lead other managing underwriter shall be is reasonably satisfactory to ICN, it being understood and agreed that any managing underwriter that participates as a managing underwriter in the Initiating HolderIPO shall be satisfactory to ICN. If ICN is participating in the Demand Registration, and the Initiating Holder ICN shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder ICN is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse any managing underwriter that participates as a managing underwriter in the IPO shall be deemed to be satisfactory both to the Company and to the Initiating HolderCompany.

Demand Registrations. (a) Subject Each Holder shall have the following rights to make written requests (specifying the intended method of disposition) (such Holder, the "Initiating Holder") for registration under the Securities Act (each, a "Demand Registration") of all or part of the Shares which constitute such Initiating Holder's Registrable Securities: (i) with respect to the terms and conditions of this Company Shares, the Other Shares or any Shares acquired prior to the Standstill Expiration Date by the Istithmar Group in accordance with the Governance Agreement, at one (1) or more Demand Registrations, each covering no less than one million (1,000,000) Shares; and (ii) with respect to any time and Incidental Registration Piggyback Shares requested by a Holder pursuant to Section 2.3.1 to be included in a registered offering but excluded from time such registration pursuant to time after Section 2.3.2(b) solely as a result of the date hereofinclusion in such registration of Shares to be sold by any 2001 Agreement Holder, the Holders each Holder of such excluded Shares shall have the right to require make one (1) Demand Registration in respect of the aggregate number of Incidental Registration Piggyback Shares so excluded from such registration; provided that the request for such Demand Registration must be made no later than the three (3) month anniversary of the first date on which the Company is permitted in accordance with this Agreement, the 2001 Agreement and otherwise to file such registration statement. (b) If at the time of any request to register Registrable Securities pursuant to this Section 2.2.1, the Company is engaged in a registered public offering, intends to file a registration statement under solely with respect to the Securities Act covering all sale of Shares by the Company within forty five (45) days of such time or is engaged in any part activity other than the filing of their Registrable Securities on six (6) separate occasions a registration statement which, in the aggregatereasonable good faith determination of the Board of Directors, after consultation with outside counsel, would be required to be disclosed under applicable law as a result of such request and would be materially and adversely affected by delivering the requested registration (each, a written "Company Event"), then the Company may at its option, within five (5) business days of such request, direct that such request therefor be delayed, (A) in the case the Company is engaged in a registered offering or intends to file such a registration statement, for a reasonable period of time not in excess of the lesser of (x) three (3) months from the date of such request or (y) forty five (45) days from the effective date of such offering (provided, however, that where such delay is requested by the Company as a result of its intention to file a registration statement within forty five (45) days of such time, the Company may exercise its rights hereunder only to the extent that such registration statement is actually filed by the Company specifying within such forty five (45) day period) and (B) in the number case of Registrable Securities any other activity, for a reasonable period of time not in excess of forty five (45) days from the date of such direction by the Company, provided, however, that notwithstanding the foregoing such forty five (45) day period may be extended to the extent that the failure to file such registration statement is the result of the Company not having available financial statements or other information required to be included in such registration statement and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All Company has used commercially reasonable efforts to obtain such requests pursuant to this Section 2.1(a) are referred to herein financial statements or other information as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly soon as practicable, but no later than ten days after receipt of a Demand Registration Request, . In the Company shall give written notice (the "Demand Exercise Notice"event any Initiating Holder(s) of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion a Demand Registration and the conditions described in the immediately preceding sentence shall not exist as of the time of such request, such Demand Registration may not be delayed except as a result of the Company becoming involved in any activity other than the filing of a registration statement which, in the reasonable good faith determination of the Board of Directors, after consultation with outside counsel, would be required to be disclosed under applicable law as a result of such Demand Registration and would be materially and adversely affected by the requested registration (and such circumstances shall be deemed to constitute a Company Event for all purposes of this Agreement); provided, however, that such delay shall be made for a reasonable period of time not in excess of forty five (45) days from the date of such direction by the Company, provided, however, that notwithstanding the foregoing such forty five (45) day period may be extended to the extent that the failure to file such registration statement is the result of the Company not having available the financial statements or other information required to be included in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested statement and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested used commercially reasonable efforts to registerobtain such financial statements or other information as soon as practicable. In addition, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a file any registration pursuant to Section 2.1(awithin six (6) to be declared effective within a period of 180 days months after the effective date of any other registration statement of the Company effected in connection with a Demand (the "Prior Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business ReasonDelay"), . Notwithstanding the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statementforegoing, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal)upon reasonable prior written notice by any Holder, use its commercially reasonable best efforts to effect be prepared to file a registration upon the registration under expiration of such six (6) months. (c) The obligations of the Company to take the actions contemplated by this Section 2.2.1 hereof with respect to an offering of Shares shall be subject to the following conditions and limitations: (i) Each participating Holder shall conform to all applicable requirements of the Securities Act and the Securities Exchange Act with respect to the offering and sale of securities and advise each Underwriter, broker or dealer through which any of the Registrable Securities covered by are offered that the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless Registrable Securities are part of a distribution that is subject to the Initiating Holder shall have withdrawn such request, in which case prospectus delivery requirements of the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above)Securities Act. (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, Except if any, entered into by the Initiating Holder. (gHolder(s) In connection with pay any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to incremental costs incurred by the Company, it being understood and agreed that either the fulfillment of Xxxxxxx Xxxxx & Co. or Credit Suisse the Company's obligations in connection with such registration shall be deemed not require the Company to prepare audited financial statements not required to be satisfactory prepared for the Company to comply with its obligations under the Securities Exchange Act as of any date not coincident with the last day of any fiscal year of the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. (ai) Subject to the terms Sections 2.1(b) and conditions of this Agreement2.3, at any time and from time to time time, following at least one (1) year after the date hereofeffectiveness of the registration statement on Form S-4 of Splitco relating to the Split-Off and for so long as a Holder owns Registrable Securities, the Holders such Holder shall have the right to require the Company Splitco to file a one or more registration statement statements under the Securities Act covering all or any part of their its and its Affiliates’ Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company Splitco specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof therefor (including, but not limited to, an underwritten offeringa “Demand Registration Request”). All such requests pursuant to this Section 2.1(a) are The registration so requested is referred to herein as "a “Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" Registration” (with respect to any Demand Registration, the Holder Holder(s) making such demand for registration being referred to as the "“Initiating Holder"Holder(s). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company ”). (ii) Splitco shall give written notice (the "“Demand Exercise Notice"”) of such Demand Registration Request to all other the Holders of record of Registrable SecuritiesSecurities (other than the Initiating Holder(s), as applicable) no later than five (5) Business Days after the filing of a registration statement pursuant to the Demand Registration Request (or, in the case of a request for the filing of an automatic shelf registration statement, five (5) Business Days after receipt of the Demand Registration Request). (b) The CompanySplitco, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company Splitco for inclusion in such registration pursuant to Section 2.2 (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holder on the same terms and pursuant to the same intended method or methods of disposition as are set forth in the Demand Registration Request of the Initiating Holder) within 10 ten (10) days after the receipt of the Demand Exercise Notice. (c) The Company Splitco shall, as expeditiously as possiblesubject to Section 2.1(b), use its reasonable best efforts to (x) effect as soon as reasonably practicable, but in no event later than sixty (60) days following receipt of a Demand Registration Request, file with the SEC the form and other necessary documents, and, as soon as reasonably practicable after such filing, use its best efforts to cause to be declared effective such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company Splitco is then eligible to use such a shelf registration) of the Registrable Securities which the Company Splitco has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating HolderHolders, if AIHL is not participating in such registration, obtain request acceleration of the effective date of the registration statement relating to such registration. (d) The Any Initiating Holder and any other Holder that has requested its Registrable Securities be included in a Demand Registration may withdraw all or a portion of its Registrable Securities from such Demand Registration at any time prior to the effectiveness of the Demand Registration. Upon receipt of a notice to such effect (A) from the Initiating Holder and all other Holders with respect to all of the Registrable Securities included by such Holders in such Demand Registration; or (B) from one or more Holders with respect to Registrable Securities held by them that would cause the anticipated aggregate offering price (after having subtracted all underwriting discounts and commissions) to fall to $10 million or below, Splitco shall cease all effort to secure effectiveness of the applicable Demand Registration. (e) Notwithstanding anything to the contrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect Splitco shall not be required to effect more than one (1) Demand Registration delivered by [·] pursuant to Section 2.1(a)(i) in any nine (9) month period (it being understood that a registration pursuant to a Piggyback Request (as defined below) by [·] shall not constitute a Demand Registration for the purposes of this Section 2.1(f)(i)); (ii) each registration in respect of a Demand Registration Request initiated made by a transferee of AIHLany Holder must include, in the aggregate (based on the Splitco Common Stock included in such registration statement must include shares of Common Stock representing by all Holders and other Persons participating in excess of 20% of the such registration), Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period having an aggregate market value of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Requestat least $10 million; and (iii) if the Board of Directors of the CompanyBoard, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger reorganization, merger, share exchange or other transaction or event involving the Company Splitco or any Subsidiary and, in each case, any successor thereto, or because Splitco does not yet have appropriate financial statements of its subsidiaries acquired or to be acquired entities available for filing (eachin each case, a "“Valid Business Reason"”), the Company then (x) Splitco may postpone filing a registration statement relating to a Demand Registration Request until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than 120 days after the date the Board determines a Valid Business Reason exists and (y) in case a registration statement has been filed relating to a Demand Registration Request, or may if the Valid Business Reason has not resulted from actions taken by Splitco, any Subsidiary, and, in each case, any successor thereto, Splitco may, to the extent determined in the good faith judgment of the Board to be reasonably necessary to avoid interference with any of the transactions described above, cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than three months 120 days after the date the Board determines a Valid Business Reason exists (such period of postponement or withdrawalwithdrawal under this clause (iii), the "“Postponement Period"”); and the Company . Splitco shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, together with a certificate of such determination signed by the Chief Executive Officer or Chief Financial Officer of Splitco, in each case, promptly after the occurrence thereof; provided, however, that the Company Splitco shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six twelve (12) months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) Period. If the Company Splitco shall give any notice of postponement or withdrawal of any registration statementstatement pursuant to clause (x) or (y) above, the Company Splitco shall not, during the period of postponement or withdrawalPostponement Period, register any Splitco Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect)Special Registration Statement. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company Splitco that the Company Splitco has determined to withdraw withdraw, terminate or postpone amending or supplementing any registration statement pursuant to clause (iiix) or (y) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such noticestatement. If the Company Splitco shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a2.1(a)(i) (whether pursuant to Section 2.1(d)(iiiclause (iii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company Splitco shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company Splitco shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn or terminated registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company Splitco shall give any notice of withdrawal or postponement of a registration statement, the Company Splitco shall, at such time as not later than five (5) Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months 120 days after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder Holders shall have withdrawn such request, in which case the Company Splitco shall not be considered to have effected an effective registration for the purposes of this Agreement), including, without limitation, for purposes and such registration shall not thereafter be withdrawn or postponed pursuant to clause (x) or (y) of this Section 2.1(c) above2.1(e). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL the Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with any underwritten offering pursuant to such registration and each other managing underwriter for any such registrationunderwritten offering; provided that the lead managing underwriter and each provided, that, such other managing underwriter is reasonably satisfactory to the CompanySplitco, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. which approval shall not be unreasonably withheld or Credit Suisse delayed. (g) The obligation to effect a Demand Registration as described in this Section 2.1 shall be deemed satisfied only when a registration statement covering the applicable Registrable Securities shall have become effective (unless, after effectiveness, the registration statement becomes subject to any stop order, injunction or other order of the SEC or other governmental agency, in which case the obligation shall not be satisfactory deemed satisfied) and, if the method of disposition is a firm commitment underwritten public offering, all such Registrable Securities have been sold pursuant thereto. (h) Notwithstanding anything to the Company. If AIHL is not participating contrary herein, at such time as Splitco shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto and in the event that Splitco files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Demand RegistrationRegistration Request and such shelf registration statement on Form S-3 becomes effective (such registration statement, then a “Shelf Registration Statement”), the Company Initiating Holders with respect to such Demand Registration Request and the Holders of other Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to designate time to elect to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the lead managing underwriter Shelf Registration Statement remains in effect and only if the method of distribution set forth in the shelf registration allows for sales pursuant to an underwritten offering. (i) The Initiating Holders and such other Holders shall make such election by delivering to Splitco a written request (a “Shelf Underwriting Request”) for such registrationunderwritten offering to Splitco specifying the number of Shelf Registrable Securities that the Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, provided that but no later than five (5) Business Days after receipt of a Shelf Underwriting Request, Splitco shall give written notice (the “Shelf Underwriting Notice”) of such lead managing underwriter Shelf Underwriting Request to all other Holders of record of Shelf Registrable Securities. Splitco, subject to Sections 2.3 and 2.6, shall be reasonably satisfactory to include in such Shelf Underwriting (x) the Registrable Securities of the Initiating Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Splitco for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Underwriting Notice. Splitco shall, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if an Investor Shareholder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take down of an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Investor Shareholder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders and other Holders must elect whether or not to participate on the day such offering is to commence, and the Initiating Holder Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such Investor Shareholder with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three (3) business days after the date it commences), provided, that in the case of such underwritten block trade, only Investor Shareholders shall have the a right to designate one managing underwriter other than notice and to participate, and provided, further, that the lead managing underwriter in any Investor Shareholder requesting such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory underwritten block trade shall use commercially reasonable efforts to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to work with the Company and the underwriters prior to making such request in order to facilitate preparation of Offering Documents relating to the underwritten block trade. Splitco shall, at the request of any Initiating Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement (as defined in Section 2.4), any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by Splitco to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Splitco shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. Notwithstanding anything to the contrary in this Section 2.1(j), each Shelf Underwriting must include, in the aggregate (based on the Splitco Common Stock included in such Shelf Underwriting by all Holders and other Persons participating in such Shelf Underwriting), shares of Splitco Common Stock having an aggregate market value of at least $10 million. Splitco agrees to use commercially reasonable efforts to keep each Shelf Registration Statement continuously effective until the earliest to occur of (i) the date specified by the Shelf Requesting Holder, if any, (ii) the day after the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement, and (iii) the first date on which there shall cease to be any Registrable Securities covered by such Shelf Registration Statement.

Demand Registrations. (a) Subject From and after the expiration of the First Step Restricted Period (subject, in the case of the KKR Investors, to the Pre-Second Step Restricted Period) and/or the Second Step Restricted Period, as applicable, subject to the terms and conditions of this Agreement, at hereof (x) solely during any time and from time to time after the date hereof, the Holders shall have the right to require period that the Company is then-ineligible under Applicable Law to file register Registrable Securities on Form S-3 pursuant to Section 5.3 or, if the Company is so eligible but has failed to comply with its obligations under Section 5.3 or (y) following the expiration of the Company’s obligation to keep the Shelf Registration Statement continuously effective pursuant to Section 5.3(c), but only if there is no Shelf Registration Statement then in effect, any Demand Shareholders (“Requesting Shareholders”) shall be entitled to make an unlimited number of written requests of the Company (each, a “Demand”) for registration statement under the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number an amount of Registrable Securities to be included in then held by such registration and Requesting Shareholders that equals or is greater than the intended method of distribution thereof Registrable Amount (including, but not limited to, an underwritten offeringa “Demand Registration”). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, Thereupon the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Companywill, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities terms of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possiblethis Agreement, use its reasonable best efforts to (x) effect such the registration as promptly as practicable under the Securities Act of: (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registrationi) of the Registrable Securities which the Company has been so requested to register, register by the Requesting Shareholders for distribution disposition in accordance with such the intended method of distributiondisposition stated in such Demand; (ii) all other Registrable Securities which the Company has been requested to register pursuant to Section 5.1(b), but subject to Section 5.1(g); and (iii) all shares of Company Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 5.1, but subject to Section 5.1(g); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and (y) if requested by AIHLthe additional shares of Company Common Stock, if AIHL is participating in such registrationany, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registrationbe so registered. (db) The A Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitationsshall specify: (i) with respect to any registration in respect the aggregate number of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; requested to be registered in such Demand Registration, (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period intended method of 180 days after the effective date of any registration statement of the Company effected disposition in connection with a such Demand Registration Request; Registration, to the extent then known and (iii) if the Board of Directors identity of the CompanyRequesting Shareholder(s). Within ten (10) days after receipt of a Demand, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination such Demand to postpone or withdraw all other holders of Registrable Securities. The Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein within ten (10) days after the Company’s notice required by this paragraph has been given, subject to Section 5.1(g). Each such written request shall comply with the requirements of a Demand as set forth in this Section 5.1(b). (c) A Demand Registration shall not be deemed to have been effected and shall not count as a Demand Registration (i) unless a registration statement with respect thereto has become effective and has remained effective for a period of the fact that the Valid Business Reason for at least one hundred eighty (180) days or such postponement or withdrawal no longer exists, shorter period in each case, promptly after the occurrence thereof; which all Registrable Securities included in such Demand Registration have actually been sold thereunder (provided, however, that the Company such period shall not be permitted extended for a period of time equal to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder the holder of Registrable Securities agrees that, upon receipt of refrains from selling any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to securities included in such registration statement and, if so directed by at the Company, will deliver request of the Company or the lead managing underwriter(s) pursuant to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession provisions of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iiithis Agreement) or as a result of (ii) if, after it has become effective, such Demand Registration becomes subject, prior to one hundred eighty (180) days after effectiveness, to any stop order, injunction or other order or requirement of the SEC Commission or other Governmental Authority, other than by reason of any other governmental agency act or court), omission by the applicable Selling Shareholders. (d) Demand Registrations shall be on such appropriate registration form of the Commission as shall be selected by the Company and reasonably acceptable to the Requesting Shareholders. (e) The Company shall not be considered obligated to have effected an effective (i) subject to Section 5.1(c), maintain the effectiveness of a registration statement under the Securities Act filed pursuant to a Demand Registration, for a period longer than one hundred eighty (180) days or (ii) effect any Demand Registration (A) within six (6) months of a “firm commitment” Underwritten Offering in which all Demand Shareholders (as hereinafter defined) were offered “piggyback” rights pursuant to Section 5.2 (subject to Section 5.2(b)) and at least 50% of the purposes number of this Agreement Registrable Securities requested by such Demand Shareholders to be included in such Demand Registration were included, (B) within six (6) months of the completion of any other Demand Registration (including, without limitationfor the avoidance of doubt, any Underwritten Offering pursuant to any Shelf Registration Statement) or (C) if, in the Company’s reasonable judgment, it is not feasible for purposes the Company to proceed with the Demand Registration because of Section 2.1(c) above) until the unavailability of audited or other required financial statements; provided, that the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn obtain such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above)financial statements as promptly as practicable. (f) The CompanyCompany shall be entitled to postpone (upon written notice to the Demand Shareholders) the filing or the effectiveness of a registration statement for any Demand Registration in the event of a Blackout Period until the expiration of the applicable Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, subject the Company shall deliver to Sections 2.3 and 2.6the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, may elect in the good faith judgment of the Board, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. (g) If, in connection with a Demand Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its (their) opinion, the inclusion of all of the securities sought to be registered in connection with such Demand Registration would adversely affect the success thereof, then the Company shall include in any such registration statement only such securities as the Company is advised by such lead managing underwriter(s) can be sold without such adverse effect as follows and offering made pursuant to Section 2.1(a), in the following order of priority: (i) authorized but unissued shares first, up to the number of Common Stock or shares of Common Stock held Registrable Securities requested to be included in such Demand Registration by the Company as treasury shares and Demand Shareholders, which, in the opinion of the lead managing underwriter(s), can be sold without adversely affecting the success thereof, pro rata among such Demand Shareholders on the basis of the number of such Registrable Securities requested to be included by such Demand Shareholders; (ii) any second, up to the number of Registrable Securities requested to be included in such Demand Registration by other shares holders of Common Stock which are Registrable Securities, pro rata on the basis of the amount of such Registrable Securities requested to be included by such holders; (iii) third, securities the Company proposes to sell; and (iv) fourth, all other securities of the Company duly requested to be included in such registration pursuant statement, pro rata on the basis of the amount of such other securities requested to be included or such other allocation method determined by the Company. (h) Any time that a Demand Registration involves an Underwritten Offering, the Requesting Shareholder(s) shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the exercise offering of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") such Registrable Securities; provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to investment banker(s) and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (gmanager(s) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both acceptable to the Company and (such acceptance not to the Initiating Holderbe unreasonably withheld, conditioned or delayed).

Demand Registrations. (a) Subject to the terms and conditions of this Agreement, Warburg may at any time and from time to time after following the date hereofhereof and on not more than five separate occasions in the aggregate and not more frequently than once during any 180 day period, the Holders shall have the right to require the Company to file a registration statement under the Securities Act covering in respect of all or a portion of the Investor Shares then Beneficially Owned by Warburg or by any part other person that Beneficially Owns Investor Shares and who acquired such Investor Shares in connection with such person's status as a partner in any partnership in which Warburg or any of their its Affiliates is the general partner (all such Investor Shares, the "Warburg Registrable Securities Shares") (provided that such request covers Warburg Registrable Shares with a Market Value on six (6) separate occasions in the aggregatedate of the Demand Request of at least $25 million), by delivering a written request therefor to the Company a written notice stating that such right is being exercised, specifying the number of Registrable Securities Common Shares to be included in such registration (the shares subject to such request, the "Warburg Demand Shares") and describing the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as a "Warburg Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating HolderRequest"). As promptly as practicable, but no later than ten days after receipt of Upon receiving a Warburg Demand Registration Request, the Company shall give (1) provide written notice of the Warburg Demand Request, pursuant to Section 4.3 hereof, to H&F and each other Investor, (2) use reasonable efforts to file as promptly as reasonably practicable a registration statement on such form as the "Demand Exercise Notice") Company may reasonably deem appropriate providing for the registration of the sale of such Warburg Demand Registration Request Shares and any other Investor Shares to all other Holders of record of Registrable Securities. (b) The Company, subject be included pursuant to Sections 2.3 4.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request 4.4 hereof pursuant to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, distribution and (y3) if requested by AIHL, if AIHL is participating in such registration, or if requested by after the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration filing of the effective date an initial version of the registration statement relating statement, use reasonable efforts to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If under the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time Securities Act as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months promptly as practicable after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act filing of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.

Demand Registrations. (a) Subject to the terms and conditions of this AgreementIf, at any time and from time to time after following the date hereof, the Holders Company is unable to file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement as required under Section 2.1, the Holders' Representative shall have the right by delivering a written notice to the Company (a "Demand Notice") to require the Company to, pursuant to file a registration statement the terms of this Agreement, register under and in accordance with the provisions of the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities Beneficially Owned by any Holders and requested by such Demand Notice to be included so registered (a "Demand Registration"); provided, however, that if a Demand Notice is made in such registration and respect of a number of Registrable Securities that is less than all of the intended method Registrable Securities Beneficially Owned by any Holders, then the sale of distribution thereof the Registrable Securities requested to be registered by the Holders' Representative must be reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (including, but not limited to, an underwritten offeringwithout regard to any underwriting discount or commission). All such requests pursuant to this Section 2.1(a) are referred to herein as "A Demand Registration Requests," and Notice shall also specify the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, expected method or methods of disposition of the Holder making such demand for registration being referred to as the "Initiating Holder")applicable Registrable Securities. As promptly as practicable, but no later than ten days after Following receipt of a Demand Registration RequestNotice, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to file, as promptly as reasonably practicable, but not later than 45 days after receipt by the Company of such Demand Notice (xsubject to paragraph (d) effect of this Section 2.2), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such registration Holders (a "Demand Registration Statement") and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registrationb) If any of the Registrable Securities which the Company has been so requested registered pursuant to register, for distribution a Demand Registration are to be sold in accordance with such intended method of distributiona firm commitment underwritten offering, and (ythe managing underwriter(s) if requested by AIHL, if AIHL of such underwritten offering advise the Holders in writing that it is participating their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such registrationoffering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or if dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, the Registrable Securities for which inclusion in such underwritten offering was requested by the Initiating HolderHolders and any Other Securities proposed to be included by the Stockholders, pro rata (if AIHL is not participating in applicable), based on the number of Registrable Securities Beneficially Owned by each such registrationHolder and any Other Securities Beneficially Owned by each such Stockholder until all such securities have been allocated for inclusion; and (ii) second, obtain acceleration among any other holders of Other Securities, pro rata, based on the number of Other Securities Beneficially Owned by each such holder of Other Securities. (c) In the event of a Demand Registration, the Company shall be required to maintain the continuous effectiveness of the applicable Registration Statement for a period of at least 180 days after the effective date of the registration statement relating to thereof or such registrationshorter period in which all Registrable Securities included in such Registration Statement have actually been sold. (d) The Demand Registration rights granted Company shall be entitled to postpone (but not more than twice in Section 2.1(a) to any 12-month period), for a reasonable period of time not in excess of 90 days, the Holders are subject to filing or initial effectiveness of, or suspend the following limitations: (i) with respect to any registration in respect of use of, a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) Statement if the Company shall not be required delivers to cause the Holders' Representative a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after certificate signed by both the effective date of any registration statement Chief Executive Officer and Chief Financial Officer of the Company effected certifying that, in connection with a Demand Registration Request; and (iii) if the good faith judgment of the Board of Directors of the Company, in its good faith judgmentsuch registration, determines that any registration of Registrable Securities should not offering or use would reasonably be made expected to materially adversely affect or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any bona fide material financing, acquisition, corporate reorganization or merger or other transaction involving financing of the Company or any material transaction under consideration by the Company or would require the disclosure of its subsidiaries (eachinformation that has not been, a "Valid Business Reason")and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain a statement of the reasons for such postponement or suspension and an approximation of the anticipated delay. (e) The Holders' Representative shall have the right to notify the Company may postpone filing a registration statement that it has determined that the Registration Statement relating to a Demand Registration Requestbe abandoned or withdrawn, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no which event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone promptly abandon or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder.Statement

Demand Registrations. (a) Subject Upon the written request of the Shareholder that the Company register all or part of the Warrant Shares then owned by the Shareholder or which the Shareholder has a right to acquire upon exercise of the Warrant (which request shall satisfy the requirements of paragraph (c) of this Section 10.1), the Company shall, subject in all cases to the terms and conditions provisions of paragraph (b) of this AgreementSection 10.1, at any time and from time thereupon, use its reasonable best efforts to time after cause the date hereof, the Holders shall have the right to require the Company to file a registration statement under the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions Warrant Shares specified in the aggregate, by delivering a written such request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein so registered as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly soon as practicable, but no not later than ten 90 days after receipt the date of a Demand Registration Request, the Company shall give Shareholder's written notice (the "Demand Exercise Notice") of such Demand Registration Request request to all other Holders of record of Registrable Securitiesregister. (b) The Company, 's obligation to register all or part of the Warrant Shares pursuant to paragraph (a) of this Section 10.1 shall in all cases be subject to Sections 2.3 the following limitations and 2.6, qualifications: (i) The Company shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder be required to effect only one such registration if such registration is ordered or declared effective and (y) the Registrable Securities not be obligated to file a registration statement at any time if a special audit of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify would be required by the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt rules and regulations of the Demand Exercise Notice.Securities and Exchange Commission (the "Commission") in connection therewith; and (cii) The Company shall, as expeditiously as possible, use its shall be entitled to postpone for a reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 time not to exceed 90 days after the effective date filing of any registration statement of otherwise required to be prepared and filed by it if, at the time it receives a request for registration, the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Companydetermines, in its good faith reasonable judgment, determines that any such registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction then being contemplated by its Board of Directors, involving the Company or any of its subsidiaries (eachCompany, a "Valid Business Reason"), and promptly gives the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give Shareholder written notice of its such determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer existsreasons therefor, in each case, promptly after the occurrence thereof; provided, however, provided that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of defer its obligations in this manner more than twice in any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the twelve month period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), and the Company shall not be considered to defer its obligations until 90 days have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and expired after any prior deferral. In such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statementevent, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL Shareholder shall have the right to designate withdraw the lead managing underwriter and each other managing underwriter request for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected registration by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both giving written notice to the Company and within 30 days after receipt of the notice of postponement (and, in the event of such withdrawal, such request shall be ignored for purposes of counting the demand registration to which the Initiating HolderShareholder is entitled pursuant to this paragraph (b)).

Demand Registrations. (a) Subject to Investors holding in the terms and conditions aggregate at least a majority of this Agreementthe shares of Preferred Stock then outstanding may, at any time time, request, in writing, that the Company file a Registration Statement on Form S-3 (or any successor form) to effect the registration of an offering of Registrable Shares owned by such Investor(s) and from time to time after having an aggregate value of at least $5,000,000, based on the last reported sale price of the Common Stock on the trading day immediately preceding the date hereofof such request (the “Registration Threshold Amount”); provided, however, that, if at the Holders shall have the right to require time of such request the Company is not eligible to file a registration statement under register for resale the Securities Act covering all or any part of their Registrable Securities Shares on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration RequestForm S-3, the Company shall give written notice (register the "Demand Exercise Notice") of Registrable Shares on such Demand other form as the Company is eligible to use. The Company shall set forth in such Form S-3 any information that may be required in a registration that is filed on Form S-1 and that the lead underwriter managing the offering reasonably requests be expressly included in the Registration Request to all other Holders of record of Registrable SecuritiesStatement. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly (but in any event within 10 days) give written notice of such proposed registration to all other Holder which Investors. Such other Investors shall have made a the right, by giving written request notice to the Company for inclusion within 20 days after the Company provides its notice, to elect to have included in such registration (which such of their Registrable Shares as such Investors may request shall specify in such notice of election, subject in the maximum number case of Registrable Securities intended an underwritten offering to be disposed the terms of by such Holder) within 10 days after Section 2.1(c). Thereupon, the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such the registration under the Securities Act (including, without limitation, by means on an appropriate registration form of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registration) of the all Registrable Securities which Shares that the Company has been so requested to so register. (c) If the Registration Initiating Investors intend to distribute the Registrable Shares covered by their request by means of an underwriting, for distribution they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information in accordance with its written notice referred to in Section 2.1(b). In such intended method event, (i) the right of distributionany other Investor to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Investor’s participation in such underwriting on the terms set forth herein, and (yii) if all Investors including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Investors materially greater than the obligations of the Investors pursuant to Section 2.6. If the Company and the Registration Initiating Investors are unable to mutually agree on the managing underwriter(s) for any underwritten offering pursuant to Section 2.1(a) within 15 days after the Company receives the Registration Initiating Investors’ request, the Company shall select an underwriter out of a pool of three underwriting firms chosen by the Registration Initiating Investors, each of which firms shall have a national reputation and shall have prior experience with software companies. If any Investor that has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Person may elect, by AIHLwritten notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting; provided, however, that, if AIHL Registration Selling Investors holding a majority of the remaining Registrable Shares mutually agree, the Company shall continue to effect the registration of such remaining Registrable Shares regardless of whether the aggregate value of the remaining Registrable Shares is participating less than the Registration Threshold Amount, in which case the registration, once effective, shall be counted as a registration for the purposes of Section 2.1(d). If the lead managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated first among Investors holding the Series B Registrable Shares, in proportion, as nearly as practicable, to the respective number of Series B Registrable Shares each Investor has requested be included in such registration. In the event all Series B Registrable Shares have been included, or if then the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated second among Investors holding the Series A Registrable Shares, in proportion, as nearly as practicable, to the respective number of Series A Registrable Shares each Investor has requested by the Initiating Holder, if AIHL is not participating be included in such registration. In the event all Series A Registrable Shares have been included, obtain acceleration then the number of remaining Registrable Shares to be included in the Registration Statement and underwriting shall be allocated finally among Investors holding of the effective date remaining Registrable Shares, in proportion, as nearly as practicable, to the respective number of the registration statement relating to Registrable Shares each Investor has requested be included in such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause effect more than a registration total of three (3) registrations requested pursuant to Section 2.1(a). The Investors shall not deliver a notice pursuant to Section 2.1(a) requesting registration of any underwritten offering until at least 6 months after the closing of any prior underwritten offering registered pursuant to a request under Section 2.1(a). For purposes of this Section 2.1(d), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective within by the Commission. Notwithstanding the foregoing, any request for registration that is withdrawn by the Registration Initiating Investors primarily as a period result of 180 days after material adverse information concerning the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors business or financial condition of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be where such information is made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental known to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving Registration Initiating Investors after the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause date on which such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer existswas filed, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw count as a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHLRegistration Statement. (e) If the Company shall give any notice of postponement or withdrawal of any registration statementIf, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of any request to register Registrable Shares by Registration Initiating Investors pursuant to this Section 2.1, such notice. If registration would require Adverse Disclosure, or the Company shall have withdrawn is engaged or prematurely terminated has plans to engage in a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) registered public offering or as is engaged in a result of any stop ordermaterial proposed merger, injunction acquisition, disposition, financing, reorganization, recapitalization or other order or requirement similar transaction that, in the good faith determination of the SEC or any other governmental agency or court)Board of Directors, the Company shall not could be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered adversely affected by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such request, such right to designate delay a request to be exercised by the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other Company not more than the lead managing underwriter once in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both to the Company and to the Initiating Holder12-month period.

Demand Registrations. (a) Subject At any time following March 1, 2013 and prior to the terms date on which the Company shall have obtained a written opinion of legal counsel reasonably satisfactory to the Shareholders (it being agreed that Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”) is reasonably satisfactory) and conditions addressed to the Company and the Shareholders to the effect that the Shares may be publicly offered for sale in the United States by the Shareholders or any Subsidiary Holder without restriction as to manner of this Agreement, at any time sale and from time to time after amount of securities sold and without registration or other restriction under the date hereofSecurities Act (such period, the Holders “Demand Period”), PAI shall have the right on one occasion and Sofinnova shall have the right on one occasion to require the Company to file a registration statement under the Securities Act covering in respect of all or any part a portion of their the Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company written notice, signed by holders of the Registrable Securities representing 25% of the then outstanding shares of Registrable Securities, stating that such right is being exercised, specifying the number of the Registrable Securities to be included in such registration and describing the intended method of distribution thereof thereof, provided that such Registrable Securities have an aggregate value of at least $5,000,000 (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "a “Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"Request”). As promptly as practicable, but in no event later than ten forty-five (45) days after receipt of the Company receives a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of effect such Demand Registration Request pursuant to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand the Shelf Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to it being understood that the Company shall also maintain the Shelf Registration available for inclusion in such registration (which request shall specify the maximum number resales of Registrable Securities intended by the Shareholders in accordance with Section 3.1A); provided, however, that if the Company shall not be permitted by applicable law (including without limitation the rules and regulations promulgated by the SEC) to be disposed of by effect such Holder) within 10 days after Demand Request pursuant to the receipt of Shelf Registration, then the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, shall file with the SEC and thereafter use its reasonable best efforts to (x) effect such cause to be declared effective promptly a registration under the Securities Act statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if requested) (such registration as described in this sentence, a “Demand Registration”) providing for the Company is then eligible to use a shelf registration) registration of the such number of Registrable Securities which the Company has been so requested to register, Shareholders shall have demanded be registered for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (db) The Demand Registration rights granted Anything in Section 2.1(a) this Agreement to the Holders are subject contrary notwithstanding, the Company shall be entitled to postpone and delay, for a reasonable period of time, not to exceed ninety (90) days in the following limitations: case of clauses (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; and (ii) below, or thirty (30) days in the case of clause (iii) below (each, a “Blackout Period”), the filing of any Demand Registration if the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after determine that any such filing or the effective date offering of any registration statement Registrable Securities would (i) in the good faith judgment of the Board, unreasonably impede, delay or otherwise interfere with any pending or contemplated material acquisition, corporate reorganization or other similar material transaction involving the Company effected in connection with (each, a Demand Registration Request; and “Material Transaction”), (ii) based upon advice from the Company’s investment banker or financial advisor, materially adversely affect any pending or contemplated financing, offering or sale of any class of securities by the Company, or (iii) if in the good faith judgment of the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities (other than information relating to an event described in clause (i) or (ii) of this subSection (b) which, if disclosed at such time, would be materially harmful to the interests of the Company and such disclosure at its stockholders; provided, however, that time would be materially detrimental in the case of a Blackout Period pursuant to the Company and its stockholders clause (i) or (Bii) materially interfere with any material above, the Blackout Period shall earlier terminate upon the completion or abandonment of the relevant securities offering or sale, financing, acquisition, corporate reorganization or merger other similar material transaction unless the Blackout Period is also permitted for a different reason under clauses (i), (ii) or other transaction involving (iii); and provided, further, that in the case of a Blackout Period pursuant to clause (iii) above, the Company shall give written notice of its determination to postpone or delay the filing of any Demand Registration and in the case of clause (iii) above, the Blackout Period shall earlier terminate upon public disclosure by the Company or public admission by the Company of such material non-public information or such time as such material non-public information shall be publicly disclosed without breach by the Shareholders of the penultimate sentence of this subSection (b); and provided, further, that in the case of a Blackout Period pursuant to clause (i), (ii) or (iii) above, the Company shall furnish to the Shareholders a certificate of an executive officer of the Company to the effect that an event permitting a Blackout Period has occurred. Notwithstanding anything herein to the contrary, the Company shall not exercise pursuant to clause (i) or (ii) of the preceding sentence the right to postpone or delay the filing of any Demand Registration more than twice in any twelve (12) month period. Upon notice by the Company to each Shareholder of any such determination, each Shareholder covenants that it shall keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (iii) above or Section 3.1(c) below, promptly halt any offer, sale, trading or transfer by it or any of its subsidiaries Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (eachor until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Demand Registration, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies then in such Shareholder’s possession of the prospectus covering such Registrable Securities, that was in effect at the time of receipt of such notice. After the expiration of any Blackout Period and without further request from the Shareholders, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless the Shareholders shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a "Valid Business Reason")Demand Registration for purposes of determining the number of Demand Registrations to which the Shareholder is entitled under this Agreement. (c) Anything in this Agreement to the contrary notwithstanding, in case a Demand Registration has been filed, if a Material Transaction has occurred, the Company may postpone filing a registration statement relating to a cause such Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event Demand Registration for more than three months (such a reasonable period of postponement or withdrawaltime, the "Postponement Period"); and the Company shall give written notice of its determination not to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereofexceed ninety (90) days; provided, however, that in no event shall a Demand Registration so withdrawn by the Company count for the purposes of determining the number of Demand Registrations to which the Shareholders are entitled under Section 3.1(a). (d) The Shareholders may withdraw a Demand Request in circumstances including, but not limited to, the following: if (i) the Company is in material breach of its obligations hereunder and has not cured such breach after having received notice thereof and a reasonable opportunity to do so or (ii) the withdrawal occurs during a Blackout Period. Any Demand Request withdrawn (x) pursuant to subSection (d)(ii) prior to such Demand Registration becoming effective or (y) pursuant to subSection (d) (i) shall not be permitted constitute a Demand Registration for the purposes of determining the number of Demand Registrations to postpone which the Shareholders are entitled under Section 3.1(a). For the avoidance of doubt, any Demand Request withdrawal not contemplated by subsections (d)(i) or withdraw (d)(ii) shall constitute a Demand Registration for the purposes of determining the number of Demand Registrations to which the Shareholders are entitled under Section 3.1(a) unless the Shareholders reimburse the Company for all expenses related to such registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHLand withdrawal. (e) If the The Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made filed pursuant to this Section 2.1(a), (i) authorized but unissued shares of Common Stock 3.1 any securities to be issued by it or shares of Common Stock held by the Company as treasury shares and (ii) any of its subsidiaries or by any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted shareholders only to the extent that it is such securities are offered and sold pursuant to to, and on the terms and subject to the terms of the conditions of, any underwriting agreement or arrangements, if any, distribution arrangements entered into or effected by the Initiating Holder. (g) In connection with Shareholders and only to the extent the managing underwriter thereof does not reasonably and in good faith advise the Shareholders prior to the consummation of any Demand Registration that is an underwritten offering, if AIHL is participating the inclusion in such registration statement of any such securities to be issued by the Company or sold by any of its subsidiaries or any other shareholder will not create a substantial risk that the price per share of Registrable Securities that the Shareholders will derive from such Demand Registration, then AIHL shall have Registration will be materially and adversely affected or that the right number of securities sought to designate be registered (including any securities sought to be registered at the lead managing underwriter request of the Company and each any other shareholder and those sought to be registered by the Shareholders) is a greater number than can be reasonably sold. (f) The managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse any Demand Registration shall be deemed to be satisfactory to selected by the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registrationShareholders, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse underwriters shall be deemed to be satisfactory both to the Company and to the Initiating Holderof recognized international standing.

Demand Registrations. (a) Subject From and after the expiration of the Restricted Period, subject to the terms and conditions of this Agreement, at hereof (x) solely during any time and from time to time after the date hereof, the Holders shall have the right to require period that the Company is then-ineligible under Applicable Law to file register Registrable Securities on Form S-3 pursuant to Section 5.3 or, if the Company is so eligible but has failed to comply with its obligations under Section 5.3 or (y) following the expiration of the Company’s obligation to keep the Shelf Registration Statement continuously effective pursuant to Section 5.3(c), but only if there is no Shelf Registration Statement then in effect, any Demand Stockholders (“Requesting Stockholders”) shall be entitled to make an unlimited number of written requests of the Company (each, a “Demand”) for registration statement under the Securities Act covering all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number an amount of Registrable Securities to be included in then held by such registration and Requesting Stockholders that equals or is greater than the intended method of distribution thereof Registrable Amount (including, but not limited to, an underwritten offeringa “Demand Registration”). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, Thereupon the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Companywill, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities terms of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possiblethis Agreement, use its reasonable best efforts to (x) effect such the registration as promptly as practicable under the Securities Act of: (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use a shelf registrationi) of the Registrable Securities which the Company has been so requested to register, register by the Requesting Stockholders for distribution disposition in accordance with such the intended method of distributiondisposition stated in such Demand; (ii) all other Registrable Securities which the Company has been requested to register pursuant to Section 5.1(b), but subject to Section 5.1(g); and (iii) all shares of Company Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 5.1, but subject to Section 5.1(g); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and (y) if requested by AIHLthe additional shares of Company Common Stock, if AIHL is participating in such registrationany, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registrationbe so registered. (db) The A Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitationsshall specify: (i) with respect to any registration in respect the aggregate number of a Demand Registration Request initiated by a transferee of AIHL, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; requested to be registered in such Demand Registration, (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period intended method of 180 days after the effective date of any registration statement of the Company effected disposition in connection with a such Demand Registration Request; Registration, to the extent then known and (iii) if the Board of Directors identity of the CompanyRequesting Stockholder(s). Within three (3) Business Days after receipt of a Demand, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination such Demand to postpone or withdraw all other holders of Registrable Securities. The Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein within ten (10) days after the Company’s notice required by this paragraph has been given, subject to Section 5.1(g). Each such written request shall comply with the requirements of a Demand as set forth in this Section 5.1(b). (c) A Demand Registration shall not be deemed to have been effected and shall not count as a Demand Registration (i) unless a registration statement with respect thereto has become effective and has remained effective for a period of the fact that the Valid Business Reason for at least one hundred eighty (180) days or such postponement or withdrawal no longer exists, shorter period in each case, promptly after the occurrence thereof; which all Registrable Securities included in such Demand Registration have actually been sold thereunder (provided, however, that the Company such period shall not be permitted extended for a period of time equal to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder the holder of Registrable Securities agrees that, upon receipt of refrains from selling any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to securities included in such registration statement and, if so directed by at the Company, will deliver request of the Company or the lead managing underwriter(s) pursuant to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession provisions of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iiithis Agreement) or as a result of (ii) if, after it has become effective, such Demand Registration becomes subject, prior to one hundred eighty (180) days after effectiveness, to any stop order, injunction or other order or requirement of the SEC Commission or other Governmental Authority, other than by reason of any other governmental agency act or court), omission by the applicable Selling Stockholders. (d) Demand Registrations shall be on such appropriate registration form of the Commission as shall be selected by the Company and reasonably acceptable to the Requesting Stockholders. (e) The Company shall not be considered obligated to have effected an effective (i) subject to Section 5.1(c), maintain the effectiveness of a registration statement under the Securities Act filed pursuant to a Demand Registration, for a period longer than one hundred eighty (180) days or (ii) effect any Demand Registration (A) within six (6) months of a “firm commitment” Underwritten Offering in which all Demand Stockholders were offered “piggyback” rights pursuant to Section 5.2 (subject to Section 5.2(b)) and at least 75% of the purposes number of this Agreement Registrable Securities requested by such Demand Stockholders to be included in such Demand Registration were included and sold, (B) within six (6) months of the completion of any other Demand Registration (including, without limitationfor the avoidance of doubt, any Underwritten Offering pursuant to any Shelf Registration Statement) or (C) if, in the Company’s reasonable judgment, it is not feasible for purposes the Company to proceed with the Demand Registration because of Section 2.1(c) above) until the unavailability of audited or other required financial statements; provided, that the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn obtain such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above)financial statements as promptly as practicable. (f) The CompanyCompany shall be entitled to postpone (upon written notice to the Demand Stockholders) the filing or the effectiveness of a registration statement for any Demand Registration in the event of a Blackout Period until the expiration of the applicable Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, subject the Company shall deliver to Sections 2.3 and 2.6the Demand Stockholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, may elect in the good faith judgment of the Board, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. (g) If, in connection with a Demand Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its (their) opinion, the inclusion of all of the securities sought to be registered in connection with such Demand Registration would adversely affect the success thereof, then the Company shall include in any such registration statement only such securities as the Company is advised by such lead managing underwriter(s) can be sold without such adverse effect as follows and offering made pursuant to Section 2.1(a), in the following order of priority: (i) authorized but unissued shares first, up to the number of Common Stock or shares of Common Stock held Registrable Securities requested to be included in such Demand Registration by the Company as treasury shares and Demand Stockholders, which, in the opinion of the lead managing underwriter(s), can be sold without adversely affecting the success thereof, pro rata among such Demand Stockholders on the basis of the number of such Registrable Securities requested to be included by such Demand Stockholders; (ii) any second, up to the number of Registrable Securities requested to be included in such Demand Registration by other shares holders of Common Stock which are Registrable Securities, pro rata on the basis of the amount of such Registrable Securities requested to be included by such holders; (iii) third, securities the Company proposes to sell; and (iv) fourth, all other securities of the Company duly requested to be included in such registration pursuant statement, pro rata on the basis of the amount of such other securities requested to be included or such other allocation method determined by the Company. (h) Any time that a Demand Registration involves an Underwritten Offering, the Requesting Stockholder(s) shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the exercise offering of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") such Registrable Securities; provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to investment banker(s) and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (gmanager(s) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then the Company shall have the right to designate the lead managing underwriter for such registration, provided that such lead managing underwriter shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the right to designate one managing underwriter other than the lead managing underwriter in any such registration, provided that such managing underwriter selected by the Initiating Holder is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both acceptable to the Company and (such acceptance not to the Initiating Holderbe unreasonably withheld, conditioned or delayed).

Demand Registrations. (a) Subject to the terms and conditions of this Agreement, at At any time and from time to time after the date hereofearlier of (a) February 15, 2003, or (b) such time as the Company's Common Stock is traded on the NASDAQ, AMEX, NYSE or like stock exchange with quantitative and qualitative listing requirements, the Holders Holder may request that the Company register any Registrable Securities. The Holder shall be entitled to one (1) such demand registration per twelve (12) month period (i.e. all registrations must be at least 12 months plus one day apart). The Holder shall have the right to require demand that the Company satisfy its obligations pursuant to file a this Section 3 by use of the SEC's Form S-8, or any successor form thereto, subject to applicable law, or such other SEC registration statement under form as Holder may choose to request, including Form S- 3 or any successor form thereto, or if Form S-3 is not available, Form S-1 or Form S-2, or any successor form thereto. Holder shall notify the Securities Act covering Company in writing that it intends to offer or cause to be offered for public sale all or any portion of the Registrable Shares, and within ten (10) days of the receipt after such notice. (b) Upon written request of Holder the Company will use its best efforts to cause all or any part of their Registrable Securities on six (6) separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof (including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating that may be requested by Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after registered under the receipt of the Demand Exercise NoticeSecurities Act as expeditiously as possible. (c) The Company shall, as expeditiously as possible, use If Holder intends to distribute the Registrable Securities covered by its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, request by means of a shelf registration pursuant to Rule 415 under the Securities Act if an underwriting, it shall so requested and if advise the Company is then eligible to use a shelf registration) as part of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by AIHL, if AIHL is participating in such registration, or if requested by the Initiating Holder, if AIHL is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registrationits request. (d) The Demand Registration rights granted in Section 2.1(a) to Notwithstanding the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of AIHLforegoing, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required obligated to cause a effect, or to take any action to effect, any registration pursuant to this Section 2.1(a3: (i) if the Company shall furnish to be declared effective within Holder a period of 180 days after certificate signed by the effective date of any registration statement President of the Company effected stating that in connection with a Demand Registration Request; and (iii) if the good faith judgment of the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would either (A) require under applicable law disclosure of material non-public information regarding confidential business activities of the Company and such disclosure at that time would be materially seriously detrimental to the Company and its stockholders or (B) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, or may cause for such registration statement to be withdrawn effected at such time, and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of AIHL. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver it is essential to the Company (at to defer the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such requestfiling, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement, including, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company after the date hereof which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement ("Additional Piggyback Rights") provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (g) In connection with any Demand Registration that is an underwritten offering, if AIHL is participating in such Demand Registration, then AIHL shall have the right to designate the lead managing underwriter and each other managing underwriter for such registration; provided that the lead managing underwriter and each such other managing underwriter is reasonably satisfactory to the Company, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory to the Company. If AIHL is not participating in the Demand Registration, then event the Company shall have the right to designate defer the lead managing underwriter filing of the 3 registration statement for such registrationa period of not more than 120 days after receipt of the request of the Holder under this Section 3; provided, provided however that such lead managing underwriter the Company shall be reasonably satisfactory to the Initiating Holder, and the Initiating Holder shall have the not utilize this right to designate one managing underwriter other more than the lead managing underwriter once in any such registration, provided that such managing underwriter selected by 12 month period; or (ii) during the Initiating Holder is reasonably satisfactory period starting with the date 60 days prior to the Company's good faith estimate of filing of, it being understood and agreed that either of Xxxxxxx Xxxxx & Co. or Credit Suisse shall be deemed to be satisfactory both ending on a date 180 days after the effective date of, a registration statement filed under the Securities Act (other than a registration relating solely to the sale of securities to participants in a Company and to the Initiating Holderstock plan).