Common use of Demand Registrations Clause in Contracts

Demand Registrations. (a) At any time after the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section

Demand Registrations. (a) At For any time after the date hereofUnderwritten Offering pursuant to Section 9.1 above, (x) a Majority Interest or (y) VS Investors holding a majority in interest of the Initiating Holders will have the right to 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 and each Registrable Securities 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 held proposed to be distributed by all VS Investors may notify such underwriters in any such Underwritten Offering in the negotiation of the underwriting agreement, and the Purchaser will give consideration to the reasonable suggestions of the Company that they intend to offer or cause to be offered for public sale all or any portion of their regarding the form thereof. Such Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders Holders of the Registrable Securities as a group. Notwithstanding anything to be distributed by such underwriters will be parties to such underwriting agreement, which underwriting agreement will, unless consented to by the contrary contained hereinInitiating Holders, if the Company receives a request for registration under this Section 2, then (i) contain such representations and warranties by, and the other agreements on the part of, the Company may advise as are customarily made by issuers in underwritten public offerings, (ii) provide that any or all of the requesting Investors, within fifteen (15) days of its receipt conditions precedent to the obligations of such request, that it intends underwriters under such underwriting agreement also will be conditions precedent to file a registration statement for the primary issuance obligations of securities in an underwritten public offeringsuch Registrable Securities Holders, and (iiiii) assuming that contain such representations and warranties by, and the Company files such registration statement within seventy-five (75) days of its receipt of such requestother agreements on the part of, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be Registrable Securities Holders as are customarily made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionby selling stockholders in underwritten public offerings.

Demand Registrations. (a) At Subject to Section 2.1(h), at any time and from time to time following the last day of the Holding Period, 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 the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by 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 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 expected method or methods of disposition 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 later than, 60 days with respect to any underwritten offering, or 30 days with respect to any other offering, after receipt by the Company 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 hereofon which the Offering Notice was delivered to the Company), (x) a Majority Interest or (y) VS Investors holding a majority Registration Statement relating to the offer and sale of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such registration. If the request for registration contemplates an underwritten public offering, the Company Holders (a “Demand Registration Statement”) and shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause such Registration Statement to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration be declared effective under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days promptly as practicable after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionthereof.

Demand Registrations. (ai) At Subject to the terms and conditions of this Agreement, at any time after following the date hereofClosing Date, (x) a Majority Interest each Purchaser may request the Company to register under the Securities Act all or (y) VS Investors holding a majority any portion of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered such Purchaser for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such requestnotice, provided that the aggregate offering price, as such amount is determined on the cover page of the Registration Statement, shall not be less than $250,000,000. Upon receipt Such request shall specify the intended method of disposition thereof by such requestPurchaser, including whether (A) the registration requested is for an underwritten offering and (B) the Registration Statement covering such Registrable Securities shall be on Form S-3 (subject to Section 9.1(a)(iii)). If the Company is requested to file a registration on Form S-3 and the Company is then ASR Eligible, the Company shall promptly deliver notice use commercially reasonable best efforts to cause the Registration Statement to be an ASRS. In the event that any registration pursuant to this Section 9.1(a) shall be, in whole or in part, an underwritten public offering of such request to all Persons holding Common Stock, the number of shares of Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice underwriting may be reduced if and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company managing underwriter shall not be required to effect registration of the opinion that such inclusion would adversely affect the marketing of the securities therein (an “Underwriter Cutback”). Such Purchaser may revoke a request pursuant to a request under this Section 2 more than two (29.1(a)(i) times pursuant prior to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of the corresponding Registration Statement; provided, that such registration statement. In addition, request shall count as one of such Purchaser’s demand requests referred to in Section 9.1(a)(ii) unless such Purchaser reimburses the Company may postpone for all out-of-pocket expenses (including Registration Expenses) incurred by the filing or the effectiveness of any registration statement Company relating to such Registration Statement; provided, further, if such Purchaser revokes a demand pursuant to this SectionSection 9.1(a)(i) within twenty-four (24) hours after notice in writing to such Purchaser of an Underwriter Cutback, (1) such request shall not count as one of its demand requests pursuant to Section 9.1(a)(ii) and (2) such Purchaser will not be obligated to reimburse the Company for any of its out-of-pocket expenses, including Registration Expenses.

Demand Registrations. Subject to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (athe “Initiating Holders”) At may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any time after the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority similar long-form registration statement of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities or (representing offering proceeds aggregating not less than $10 millionii) in if the manner specified in such request. Upon receipt Issuer is then eligible to use Form S-3, a Shelf Registration of such request, the Company shall promptly deliver notice all or any portion of such request to all Persons holding Registrable Securities who shall then have thirty under the Securities Act (30a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) days to notify if the Company in writing number of their desire Registrable Securities requested to be 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 disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such registration. If Demand Request for disposition in accordance with the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right intended method or methods set forth therein as promptly as possible following receipt of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided hereina Demand Request. The Company Issuer shall expeditiously prepare and file, and use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to become be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration case of an underwritten offering pursuant to a request under this Section 2 more than two registration statement on Form S-1 and (2b) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders date on which all of the Registrable Securities as a groupcovered thereby are disposed of in accordance with the method or methods of disposition stated therein. Notwithstanding anything Subject to the contrary contained herein, if the Company receives a request for registration under conditions set forth in this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request3.1, the Company's registration obligations under this Section 2 Demand Holders shall not apply with respect be entitled to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date an unlimited number of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this SectionDemand Registrations.

Demand Registrations. (a) At If requested by the underwriters for any time after the date hereof, (x) Underwritten Offering requested by any Participating Holder pursuant to a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such requestRegistration under Section 2.01, the Company shall promptly deliver notice enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of such request that type, including indemnities no less favorable to all Persons holding Registrable Securities who the recipient thereof than those provided in Section 2.09. Each Participating Holder shall then have thirty (30) days to notify cooperate reasonably with the Company in writing the negotiation of their desire such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be included in parties to such registration. If underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the request for registration contemplates an underwritten public offeringother agreements on the part of, the Company shall state to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the written notice and in conditions precedent to the obligations of such event the right of any Person to participate in underwriters under such registration underwriting agreement also shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering conditions precedent to the extent provided hereinobligations of such Participating Holders. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in Any such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company Participating Holder shall not be required to effect registration pursuant make any representations or warranties to, or agreements with, the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything Securities, such Participating Holder’s authority to sell the contrary contained hereinRegistrable Securities, if the Company receives a request for registration under this Section 2such Participating Holder’s intended method of distribution, then (i) the Company may advise the requesting Investors, within fifteen (15) days absence of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such request underwriting agreement and no additional request the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be made under this Section 2 within one hundred eighty (180payable by such Participating Holder) days after the effective date of from such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this SectionUnderwritten Offering.

Demand Registrations. (a) At any time after the 180 day period following the effective date hereofof a Registration Statement (as defined below) filed in connection with the LLC’s initial public offering of its equity securities, the holders of at least twenty percent (x20%) of Registrable Shares (the “Requesting Holders”) may request, in writing, on up to two (2) separate occasions, that the LLC effect a Majority Interest or registration on Form S-1 (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion successor form) of their Registrable Securities Shares (representing offering proceeds aggregating not less than $10 millionas defined below) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registrationowned by one or more Investors. If the request for Requesting Holders intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the LLC in their request. In the event such registration contemplates an underwritten public offeringis underwritten, the Company shall state such in the written notice and in such event the right of any Person other Investors to participate in such registration shall be conditioned upon their on such Investors’ participation in such underwritten public offering and underwriting. Upon receipt of any such request from the inclusion Requesting Holders, the LLC shall promptly give written notice of such proposed registration to all other Investors. Such other Investors shall have the right, by giving written notice to the LLC within thirty (30) days after the LLC provides its notice, to elect to have included in such registration such of their Registrable Securities Shares as such Investors may request in the underwritten public offering such notice of election. All Investors proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that is mutually agreeable to the extent provided hereinLLC and the Investors holding a majority-in-interest of the Registrable Shares that the Members requested for inclusion in such registration. The Company shall LLC shall, at its own expense and as expeditiously prepare and fileas possible, and use its reasonable best efforts to cause to become effectivein any event within ninety (90) days after the date such request is given by the Requesting Holders, the registration statement file a Form S-1 (or any successor form) for all Registrable Securities whose Shares that the LLC has been requested to so register. If the underwriter advises the LLC or the holders request participation of Registrable Shares requesting registration hereunder that, in its good faith view, marketing factors require a limitation of the number of Shares to be underwritten, then the Requesting Holders shall so advise all holders of Registrable Shares that otherwise would be underwritten pursuant hereto, and the number of Registrable Shares that may be included in the underwriting shall be allocated among such holders of Registrable Shares, including the Requesting Holders, in proportion (as nearly as practicable) to the number of Registrable Shares owned by each holder or in such registration under the Securities Act and other proportion as shall mutually be agreed to qualify by all such Registrable Securities for sale under any state blue sky lawselling holders; provided, however, that the Company number of Registrable Shares held by the holders to be included in such underwriting shall not be required to effect registration pursuant to a request under reduced unless all other securities are first entirely excluded from the underwriting. For purposes of this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders 14.01(a), a registration shall not be counted as “effected” if, as a result of an exercise of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under underwriter’s cutback provisions this Section 214.01(a), then fewer than fifty percent (i50%) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming Registrable Shares that the Company files Requesting Holders have requested to be included in such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionare actually included.

Demand Registrations. (a) At any time after Each Holder shall have the date hereofright, (x) subject to the terms of this Agreement, to require the Company to register for offer and sale under the Securities Act all or a Majority Interest or (y) VS Investors holding a majority portion of the Registrable Securities held then owned by all VS Investors may notify such Holder subject to the requirements and limitations in this Section 2. In order to exercise such right, the Holder (the “Demanding Holder”) must give written notice to the Company (a “Demand Notice”) requesting that they intend to the Company register under the Securities Act the offer or cause to be offered for public and sale all or any portion of their Registrable Securities (i) having a market value on the date the Demand Notice is received (the “Demand Date”) of at least $50 million based on the then prevailing market price, (ii) representing offering proceeds aggregating not less than $10 millionat least 5% of the outstanding Common Stock (on a fully diluted basis) in or (iii) representing all of the manner specified in Registrable Securities then held by such requestHolder and its Affiliates. Upon receipt of such requestthe Demand Notice, the Company shall (i) promptly deliver notice notify the other Holders of the receipt of such request Demand Notice, (ii) prepare and file with the Commission as soon as practicable and in no event later than 90 days after the Demand Date a Demand Registration Statement relating to all Persons holding Registrable the offer and sale of the Applicable Securities who shall then have thirty on any available form requested by the Demanding Holder (30which may include a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act solely for use in connection with delayed underwritten offerings under Rule 415 promulgated under the Securities Act) days and (iii) use reasonable efforts to notify the Company in writing of their desire cause such Demand Registration Statement to be included in such registration. If declared effective under the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided hereinAct as promptly as practicable. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, have each Demand Registration Statement remain effective until the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders earlier of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) two years (in the Company may advise case of a shelf Demand Registration Statement) or 90 days (in the requesting Investors, within fifteen (15case of any other Demand Registration Statement) days of its receipt from the Effective Time of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, Registration Statement and (ii) assuming that such time as all of the Company files such registration statement within seventy-five (75) days Applicable Securities have been disposed of its receipt of such request, by the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this SectionElecting Holders.

Demand Registrations. (a) At (i) Gotham may, on its own behalf and on behalf of its Controlled Affiliates (the "GOTHAM DEMAND RIGHT"), at any time after the date hereofhereof and on an unlimited number of occasions but not more frequently than once during any nine-month period, and (xii) separately, subject to Section 5.3, any Loan Bank may, on its own behalf (the "BANK DEMAND RIGHT"), at any time following the foreclosure of a Majority Interest pledge collateralized by a Founder's Corporation Interests and consequential Transfer of Common Stock to the Loan Bank, on not more than three (3) separate occasions in the aggregate and not more frequently than once during any nine-month period, require the Corporation to file a registration statement under the Securities Act in respect of all or (y) VS Investors holding a majority portion of the Registrable Securities Common Stock then held by all VS Investors Gotham and its Controlled Affiliates or the Loan Bank, as the case may notify be (the Company "REGISTRABLE SHARES"), by delivering to the Corporation written notice stating that they intend to offer or cause to be offered for public sale all or any portion such right is being exercised, specifying the number of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt shares of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire Common Stock to be included in such registration. If registration (the request for registration contemplates shares subject to such request, the "DEMAND SHARES") and describing the intended method of distribution thereof, which may include an underwritten public offeringoffering (a "DEMAND REQUEST"). With respect to any Demand Request or any registration of Demand Shares on account thereof, the Company Corporation may condition its compliance with its obligations hereunder on Gotham's and its Controlled Affiliates' or the Loan Bank's, as the case may be, agreeing in writing to keep confidential all matters related hereto. Upon receiving a Demand Request, the Corporation shall state (i) use reasonable best efforts to file as promptly as reasonably practicable a registration statement on such form as the Corporation, in its sole discretion, may reasonably deem appropriate (provided that the written notice and in Corporation shall not be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis), providing for the registration of the sale of such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering Demand Shares pursuant to the extent provided herein. The Company shall expeditiously prepare intended method of distribution (a "DEMAND REGISTRATION") and file(ii) after the filing of an initial version of the registration statement, and use its reasonable best efforts to cause to become effective, the such registration statement for all Registrable Securities whose holders request participation in such registration to be declared effective under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days promptly as practicable after the effective date of filing of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section.

Demand Registrations. (a) At If, at any time after one year after a Qualified Initial Public Offering, and subject to 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 hereof, hereof notwithstanding that it may later cease to be an Affiliate of such Limited Partner) holds Limited Partnership Interests that it desires to sell and (xii) a Majority Interest or (y) VS Investors holding a majority Rule 144 of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all Act (or any portion successor rule or regulation to Rule 144) or another exemption from registration is not available to enable such holder of their Registrable Limited Partnership Interests (each, a “Holder”) to dispose of the number of Limited Partnership Interests it desires to sell without registration under the Securities (representing offering proceeds aggregating not less than $10 million) in Act, then at the manner specified in such request. Upon receipt option and upon the request of the Holder, the Partnership shall file with the Commission as promptly as practicable after receiving such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its all commercially reasonable best efforts to cause to become effective, the 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 for all Registrable Securities whose holders request participation in such have been sold, a registration statement under the Securities Act registering the offering and sale of the number of Limited Partnership Interests specified by the Holder (including Limited Partnership Interests eligible to qualify such Registrable Securities for sale under any state blue sky lawbe sold pursuant to Rule 144); provided, however, that the Company Partnership shall not be required to effect more than two registrations pursuant to Section 10.1 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) materially interfere with a request significant acquisition, reorganization or other 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 (z) render the Partnership unable to comply with requirements under applicable securities laws, then the Partnership shall have the right to postpone such requested registration for a period of not more than three months after receipt of the Holder’s request, 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 obligations under this Section 2 more than two (2) times 10.1 with a “shelf” registration statement on an appropriate form under Rule 415 under the Securities Act or any similar rule that may be adopted by the 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 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 any registration pursuant to (x) above or one (1) time pursuant to (y) above for the holders first sentence of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 210.1, then the Partnership shall (i) promptly prepare and file (A) such documents as may be necessary to register or qualify the Company may advise securities subject to such registration under the requesting Investors, within fifteen (15) days of its receipt securities laws of such states as the Holder shall reasonably request; provided, however, that it intends no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to file 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 statement on such national securities exchange or national quotation system on which the Limited Partnership Interests are listed or quoted for the primary issuance of securities in an underwritten public offeringtrading as such Holder shall reasonably request, and (ii) assuming do any and all other acts and things that may be necessary or appropriate to enable the Company files such registration statement within seventy-five (75) days of its receipt Holder to consummate a public sale of such requestLimited Partnership Interests in such states. Except as set forth in Section 10.4, the Company's all expenses incurred in connection with one and only one registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement offering demanded by Adena pursuant to this SectionSection 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 Partnership (selected by the General Partner) and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be paid by the Partnership, without reimbursement by the Holders, it being understood and agreed that 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 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 borne by the participating Holders. Each Holder participating in the 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 total amount of Limited Partnership Interests included in such registration) of all expenses payable by the participating Holders.

Demand Registrations. (a) At On any time two (2) occasions after the date hereofof 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 least forty percent (x40%) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities then held by all VS Investors Holders may notify request (the "Initiating Holders") that the Company that they intend to offer or cause to be offered for public filed with the Commission and cause to become effective a registration statement (a "Demand Registration Statement") under the Securities Act relating to the sale all or any portion by such Holders of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in accordance with the manner specified in such requestterms hereof. Upon receipt of any such request, the Company shall promptly deliver give written notice of such request proposed registration to all Persons holding 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 Registration Statement such of their Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included as each Holder may request in such registrationnotice of election. If the request for registration contemplates an underwritten public offeringThereupon, the Company shall state as soon as practicable thereafter cause such in Demand Registration Statement to be filed and declared effective by the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Commission for all Registrable Securities in which the underwritten public offering Company has been requested to the extent provided hereinregister. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not no event be required obligated to effect registration pursuant to a request under this Section 2 more than two (2) times demand registrations. If the managing underwriter of an underwritten offering with respect to which registration has been requested by any Holder pursuant to this Section 2 has advised the Company that, in such underwriter's good faith judgment, the number of securities to be sold in such offering by the Company and persons other than the Company (xcollectively, "Selling Stockholders") above or one is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of securities to be included in such offering to a number deemed satisfactory by the managing underwriter, provided, however, that the -------- ------- securities to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; second, securities held by any Selling Stockholder (1not including the Holders) time participating in such offering pursuant to the exercise of contractual piggyback registration rights (y) above for other than pursuant to the holders Xxxxxxx Agreement or the Richmont Agreement), as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders); third, securities the Company proposes to sell and other securities of the Registrable Securities as a group. Notwithstanding anything Company included in such registration; fourth, securities held by (i) any Selling Stockholder participating in such offering pursuant to the contrary contained herein, if exercise of piggyback registration rights under the Company receives a request for Xxxxxxx Agreement or the Richmont Agreement and (ii) any Holder participating in such registration under pursuant to the exercise of the demand registration rights set forth in this Section 2, then as determined on a pro rata basis (i) based upon the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance aggregate number of securities in an underwritten public offering, held by such Selling Stockholders and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this SectionHolders).

Demand Registrations. (a) At any time after the date hereof(i) Subject to Sections 2.1(b), 2.1(g) and 2.3, (x) a Majority Interest at any time and from time to time any of the AEA Investors shall have the right to require the Company to file one (1) or more registration statements and (y) VS Investors holding a majority at any time and from time to time after the closing of an IPO, each of the Registrable Securities held by all VS OTPP Investors may notify and the TCP Investors shall have the right to require the Company that they intend to offer or cause file up to be offered for public sale two (2) registration statements under the Securities Act covering all or any portion part of their and their respective Affiliates’ Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, by delivering a written request therefor to the Company shall promptly deliver notice specifying the number of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registrationregistration and the intended method of distribution thereof. If Any such request by a Sponsor Investor pursuant to this Section 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and the request registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Sponsor Investor(s) making such demand for registration contemplates an underwritten public offering, being referred to as the “Initiating Holders”). The AEA Investors shall be entitled to request (and the Company shall state such in be required to effect) an unlimited number of Demand Registrations and, after the written notice closing of an IPO, each of the OTPP Investors and in such event the right of any Person to participate in such registration TCP Investors shall be conditioned upon their participation in such underwritten public offering entitled to request (and the inclusion Company shall be required to effect) up to two (2) Demand Registrations (in each case, it being understood that if a single Demand Registration Request is delivered by more than one Initiating Holder, the registration requested by such Demand Registration Request shall constitute only one Demand Registration). Any Demand Registration Request made after the closing of their an IPO may request that the Company register Registrable Securities on an appropriate form, including a shelf registration statement pursuant to Rule 415 under the Securities Act on Form S-3 (if the Company is eligible to file a shelf registration statement on Form S-3) or Form S-1 (any such shelf registration statement on Form S-3 or Form S-1, a “Shelf Registration Statement”), and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the underwritten public offering to Securities Act, a “WKSI”), an automatic shelf registration statement (as defined in Rule 405 under the extent provided hereinSecurities Act (an “automatic shelf registration statement”). The Company shall expeditiously prepare and file, and use its reasonable best efforts give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to cause each Holder of Registrable Securities (other than individuals) at least five (5) Business Days prior to become effective, the filing of any registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to each Holder of Registrable Securities that is an individual, no more than five (x5) above or one (1) time pursuant to (y) above for Business Days after the holders filing of the Registrable registration statement under the Securities as a group. Notwithstanding anything to Act (or, in the contrary contained herein, if the Company receives case of a request for the filing of an automatic shelf registration under this Section 2statement, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-at least five (755) days of its receipt of such request, Business Days prior to the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date filing of such registration statement). In additionNotwithstanding the foregoing, the Company may postpone delay any Demand Exercise Notice, including until after filing a registration statement, so long as all recipients of such notice have the filing or the effectiveness same amount of any registration statement pursuant time to this Sectiondetermine whether to participate in an offering as they would have had if such notice had not been so delayed.

Demand Registrations. (a) At Warburg may at any 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, (x) require the Company to file a Majority Interest registration statement under the Securities Act in respect of all or (y) VS Investors holding a majority portion of the Investor Shares then Beneficially Owned by Warburg or by any 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 its Affiliates is the general partner (all such Investor Shares, the "Warburg Registrable Securities held Shares") (provided that such request covers Warburg Registrable Shares with a Market Value on the date of the Demand Request of at least $25 million), by all VS Investors may notify delivering to the Company a written notice stating that they intend to offer or cause to be offered for public sale all or any portion such right is being exercised, specifying the number of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire Common Shares to be included in such registrationregistration (the shares subject to such request, the "Warburg Demand Shares") and describing the intended method of distribution thereof (a "Warburg Demand Request"). If the request for registration contemplates an underwritten public offeringUpon receiving a Warburg Demand Request, the Company shall state such in the (1) provide written notice of the Warburg Demand Request, pursuant to Section 4.3 hereof, to H&F and in each other Investor, (2) use reasonable efforts to file as promptly as reasonably practicable a registration statement on such event form as the right Company may reasonably deem appropriate providing for the registration of the sale of such Warburg Demand Shares and any Person other Investor Shares to participate in such registration shall be conditioned upon their participation in such underwritten public offering included pursuant to Sections 4.3 and the inclusion of their Registrable Securities in the underwritten public offering 4.4 hereof pursuant to the extent provided herein. The Company shall expeditiously prepare intended method of distribution and file(3) after the filing of an initial version of the registration statement, and use its reasonable best efforts to cause to become effective, the such registration statement for all Registrable Securities whose holders request participation in such registration to be declared effective under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that as promptly as practicable after the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders date of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt filing of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionregistration

Demand Registrations. (a) (i) At any time after that a Shelf Registration Statement provided for in Section 2.1(e) is not available for use by the Holders following such Shelf Registration Statement being declared effective by the SEC (a “Demand Registration Period”), subject to this Section 2.1(a) and Sections 2.1(b) and 2.3, at any time and from time to time during such Demand Registration Period, (i) each SPC Investor, and (ii) following the fifteen (15) month anniversary of the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority of each Founder Investor, shall have the Registrable Securities held by all VS Investors may notify right to require the Company that they intend to offer effect one or cause to be offered for public sale more registration statements under the Securities Act covering all or any portion part (subject to the Minimum Threshold) of their its and its Affiliates’ Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, by delivering a written request therefor to the Company shall promptly deliver notice specifying the number of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registrationregistration and the intended method of distribution thereof. If Any such request by any SPC Investor or Founder Investor pursuant to this Section 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and the request registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the SPC Investor(s) or Founder Investor(s) making such demand for registration contemplates an underwritten public offeringbeing referred to as the “Initiating Holders”). Subject to Section 2.1(b), the SPC Investors and Founder Investors shall be entitled to request (and the Company shall state such in the written notice and in such event the right be required to effect) an unlimited number of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided hereinDemand Registrations. The Company shall expeditiously prepare and filegive written notice (the “Demand Exercise Notice”) of such Demand Registration Request to each of the Holders of record of Registrable Securities, and use its reasonable best efforts as promptly as practicable, but no later than five (5) Business Days prior to cause to become effective, the filing of any registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a groupAct. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In additionforegoing, the Company may postpone delay any Demand Exercise Notice until after filing a registration statement, so long as all recipients of such notice have the filing or the effectiveness same amount of any registration statement pursuant time to this Sectiondetermine whether to participate in an offering as they would have had if such notice had not been so delayed.

Demand Registrations. (a) At any time after the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS The Investors may notify request the Company that they intend Parent to offer or cause use commercially reasonable efforts to be offered for public sale effect a Registration of all or any portion part of their Registrable Shares (such Registration being hereinafter referred to as a "Demand Registration") by filing a registration statement under the U.S. Securities Act and a prospectus under Canadian Securities Acts (representing offering proceeds aggregating not less than $10 millionincluding, if eligible, a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - Shelf Distributions). Any such request shall be made by notice in writing (a "Demand Registration Request") in to the manner specified in Parent. To the extent such request. Upon Demand Registration Request seeks to register Common Shares that the Investors have acquired or have the right to acquire upon exchange or conversion of any Purchased Series B Preferred Shares (such Common Shares, "Investor Series B Demand Shares"), within five (5) Business Days after receipt of such requestDemand Registration Request, the Company shall promptly deliver Parent will give written notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days the Oaktree Investors and, subject to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offeringSection 5.2(b), the Company shall state such in the written notice and in such event the right of any Person to participate will include in such registration shall be conditioned all Common Shares that the Oaktree Investors have acquired or have the right to acquire upon their participation in such underwritten public offering exchange or conversion of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the inclusion Oaktree Investors on the date hereof and purchased by the Oaktree Investors on the exercise of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and fileSeries B-2 Sale Option, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, howeverrespectively, that the Company shall have not be required to effect registration been registered pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for under the primary issuance of securities in an underwritten public offering, and U.S. Securities Act (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such requestCommon Shares, the Company's registration obligations under this Section 2 shall not apply "Oaktree Series B Demand Shares") with respect to which the Parent has received from the Oaktree Investors written requests for inclusion within ten (10) Business Days after delivery of the Parent's notice to the Oaktree Investors, specifying the number of Oaktree Series B Demand Shares intended to be registered, provided that such request and no additional request number requested to be registered by the Oaktree Investors may not exceed the Oaktree Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be made under this registered by the Investors in the Demand Registration Request. Subject to Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition5.2(b), the Company may postpone the filing Parent shall be entitled to include for sale in any prospectus or the effectiveness of any registration statement filed pursuant to this Sectiona Demand Registration any securities of the Parent to be sold by the Parent for its own account.

Demand Registrations. Subject to the other provisions of this Agreement, for so long as the Designated Investors hold Registrable Securities of the Company, the Designated Investors will be entitled to request no more than an aggregate of six (a6) At Demand Registrations; provided, that the aggregate offering value of the Registrable Securities requested to be registered in any time after Demand Registration must equal at least $50,000,000, net of Registration Expenses (or a lesser amount if the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority Registrable Securities requested by the Requesting Equityholders to be included in such Demand Registration constitute all of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky lawEquityholders); provided, however, that no request for a Demand Registration shall count against the Company shall not be required to effect registration pursuant to a request under foregoing limitation in this Section 2 more than two (2) times pursuant to paragraph if (x) above the Demand Registration relating thereto has not become effective or one (1) time pursuant to (y) above has not been kept continuously effective for the holders a period of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within at least one hundred eighty (180) days after (or such shorter period which shall terminate when all of the effective date of Registrable Securities covered by such registration statement. In additionstatement have been sold pursuant thereto), or if such registration statement relates to an underwritten Public Offering, such longer period as in the Company may postpone opinion of counsel for the filing underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer); (y) any stop order, injunction or other order or requirement of the effectiveness SEC or other governmental agency or court prevents the sale of any registration statement pursuant Registrable Securities covered by such Demand Registration other than by reason of any intentional act by a holder of Registrable Securities; or (z) the Requesting Equityholders are unable to this Sectioninclude in such Demand Registration at least eighty percent (80%) of the Registrable Securities initially proposed to be included by the Requesting Equityholders in such Demand Registration due to the limitations set forth in Section 2(c).

Demand Registrations. (ai) At any time from and after the date hereofClosing Date, any Holder or Holders (xthe "Initiating Holders") a Majority Interest or (y) VS Investors holding who own, in the aggregate, at least a majority of the Registrable Securities held may elect, by all VS Investors may notify giving written notice thereof to the Company, to require the Company that they intend to offer or cause use its reasonable best efforts to be offered for public sale register all or any a portion of their its Registrable Securities (representing offering proceeds aggregating not less than $10 million) in under the manner specified in Securities Act. Promptly following such request. Upon receipt of such requestelection, the Company shall promptly deliver (1) give notice (the "Demand Notice") to each other Holder (collectively, the "Other Holders") of Registrable Securities, if any, of such request to all Persons holding Registrable Securities who election, which notice shall then have thirty (30) days to notify set forth the Company in writing identity of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and fileInitiating Holders, and (2) use its reasonable best efforts to cause to be declared or become effective, the registration statement for all Registrable Securities whose holders request participation in such registration effective under the Securities Act a registration statement providing for the registration of, and to qualify such the sale in accordance with the intended method or methods of distribution thereof by the electing Holders of, the Registrable Securities requested to be included therein in writing by the Initiating Holders and by any Other Holders who request the inclusion in such registration statement of their Registrable Securities by delivery of a written notice to the Company no later than the 15th calendar day following the date the Demand Notice is delivered by the Company. The Company shall be required to cause to become effective pursuant to this Section 2(a) no more than two registration statement upon any election pursuant to this Section 2(a)(i) by the Holders unless the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, in which case the Holders shall have the unlimited right to require such registrations on Form S-3. Notwithstanding the foregoing, the Company shall not be obligated to register Registrable Securities on Form S-3 under the Securities Act upon any election pursuant to this Section 2(a)(i) if the Company has registered Registrable Securities on Form S-3 or any other form under the Securities Act twice in the preceding twelve month period upon elections pursuant to this Section 2(a)(i). Notwithstanding any provisions of this Section 2(a) to the contrary, if the Company is not subject to Sections 12(b) or (g) or 15(d) of the Exchange Act, the Holders may not exercise the demand rights provided for sale under any state blue sky lawthis Section 2(a)(i) until the earlier of (i) the date 180 days after the consummation by the Company of an underwritten public offering of its Common Stock subsequent to the date on which the Company first ceases to be subject to such sections of the Exchange Act or (ii) the second anniversary of the date the Company ceases to be subject to such sections of the Exchange Act; provided, however, that the Company shall Holders may not be required to effect registration pursuant to a request exercise the demand rights under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and clause (ii) assuming unless the maximum initial public offering price of the securities to be registered as set forth on the cover page of the registration statement in the form initially filed with the SEC is such that it implies a valuation of all of the Common Stock, calculated on an as-converted basis, of at least $50.0 million (before giving effect to the receipt of any proceeds to be received by the Company files in such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionoffering).

Demand Registrations. (ai) At any time after the date hereofthat is 180 days after the consummation by the Company of an initial public offering of its Common Stock pursuant to an effective registration statement under the Securities Act, any Holder or Holders of Registrable Securities shall have the right to elect, by giving written notice thereof to the Company, to require the Company to use its reasonable best efforts to register all or a portion of such Holder’s Registrable Securities under the Securities Act; provided, however, that (xA) a Majority Interest or (y) VS Investors holding a majority of if the Company is not eligible to register the Registrable Securities held by all VS Investors may notify on Form S-3 under the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such requestAct, the Company shall promptly deliver notice of such request be obligated to all Persons holding register the Registrable Securities who shall then have thirty upon such election only if the Registrable Securities to be registered, in the aggregate, constitute 10% or more of the then-outstanding Registrable Securities, and (30B) days to notify if the Company in writing of their desire is eligible to be included in such registration. If register the request for registration contemplates an underwritten public offeringRegistrable Securities on Form S-3 under the Securities Act, the Company shall state be obligated to register the Registrable Securities upon such election only if the Registrable Securities to be registered, in the written aggregate, have an anticipated offering price, net of underwriting discounts and commissions, of more than $5,000,000. Promptly following such election, the Company shall (1) give notice and in such event the right to each other Holder of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in of such election, which notice shall set forth the underwritten public offering to identity of the extent provided herein. The Company shall expeditiously prepare and fileelecting Holders, and (2) use its reasonable best efforts to cause to be declared or become effective, the registration statement for all Registrable Securities whose holders request participation in such registration effective under the Securities Act a registration statement providing for the registration of, and to qualify such the sale in accordance with the intended method or methods of distribution thereof by the electing Holders of, the Registrable Securities for sale elected to be included therein by the Holder. The Company shall be required to cause to become effective pursuant to this Section 2(a)(i) no more than three registration statements in the aggregate, and only one registration statement within any period of six months, unless the Company is eligible to register the Registrable Securities on Form S-3 under any state blue sky lawthe Securities Act, in which case the Holders shall have the unlimited right to require registrations on Form S-3; provided, however, that the Company shall not be required obligated to effect any such registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for on Form S-3 if within the holders 12-month period preceding the date of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a such request for registration under this Section 2, then (i) the Company may advise already has effected two registrations on Form S-3 (or applicable successor form) at the requesting Investors, within fifteen (15) days request of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this SectionHolders.

Demand Registrations. (a) At (i) Subject to Sections 2.1(b) and 2.3, at any time after the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority expiration of the Registrable Securities held by all VS Investors may notify Lock-Up Period, each Holder shall have the right to require the Company that they intend to offer file one or cause to be offered for public sale more registration statements under the Securities Act covering all or any portion part of their its and its Affiliates’ Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, by delivering a written request therefor to the Company shall promptly deliver notice specifying the number of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registrationregistration and the intended method of distribution thereof. If Any such request by such Holder(s) pursuant to this Section 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and the request registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Holder(s) making such demand for registration contemplates an underwritten public offeringbeing referred to as the “Initiating Holders”). Notwithstanding the preceding sentences, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 conduct no more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for Demand Registrations. Any Demand Registration Request may request that the holders of the Company register Registrable Securities as on an appropriate form, including a group. Notwithstanding anything to the contrary contained hereinlong-form registration statement on Form S-1 (or any similar long-form registration statement), a shelf registration statement, and, if the Company receives is a request for registration under this Section 2WKSI, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such automatic shelf registration statement. In addition, The Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to all Holders of record of Registrable Securities no later than five (5) Business Days after receipt of a Demand Registration Request. Each Holder agrees to treat as confidential the receipt of the Demand Exercise Notice and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company may postpone until such time as the filing information contained therein is or becomes available to the effectiveness public generally, other than as a result of any registration statement pursuant to disclosure by the Holder in breach of the terms of this SectionAgreement.

Demand Registrations. (a) At any time after following March 1, 2013 and prior to the date hereofon 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 (x“Xxxxxxxxx Xxxxxxx”) is reasonably satisfactory) and 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 sale and amount of securities sold and without registration or other restriction under the Securities Act (such period, the “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 Majority Interest registration statement under the Securities Act in respect of all or (y) VS Investors holding a majority portion of the Registrable Securities held by all VS Investors may notify delivering to the Company that they intend to offer or cause to be offered for public sale all or any portion written notice, signed by holders of their the Registrable Securities (representing offering proceeds aggregating not less than $10 million) in 25% of the manner specified in then outstanding shares of Registrable Securities, stating that such request. Upon receipt right is being exercised, specifying the number of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registrationregistration and describing the intended method of distribution thereof, provided that such Registrable Securities have an aggregate value of at least $5,000,000 (a “Demand Request”). If As promptly as practicable, but in no event later than forty-five (45) days after the request for registration contemplates an underwritten public offeringCompany receives a Demand Request, the Company shall state effect such in Demand Request pursuant to the written notice and in such event Shelf Registration (it being understood that the right Company shall also maintain the Shelf Registration available for resales of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities by the Shareholders in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky lawaccordance with Section 3.1A); provided, however, that if the Company shall not be required permitted by applicable law (including without limitation the rules and regulations promulgated by the SEC) to effect such Demand Request pursuant to the Shelf Registration, then the Company shall file with the SEC and thereafter use its best efforts to cause to be declared effective promptly a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested) (such registration as described in this sentence, a request under this Section 2 more than two (2“Demand Registration”) times pursuant to (x) above or one (1) time pursuant to (y) above providing for the holders registration of the such number of Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request Shareholders shall have demanded be registered for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days distribution in accordance with such intended method of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectiondistribution.

Demand Registrations. (a) At (i) Subject to Sections 2.1(b) and 2.3, at any time and from time to time after the date hereofclosing of an IPO, (x) a Majority Interest or (y) VS the AEA Investors holding a majority of shall have the Registrable Securities held by all VS Investors may notify right to require the Company that they intend to offer file one or cause to be offered for public sale more registration statements under the Securities Act covering all or any portion part of their its and its Affiliates’ Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, by delivering a written request therefor to the Company shall promptly deliver notice specifying the number of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registrationregistration and the intended method of distribution thereof. If Any such request by any AEA Investor pursuant to this Section 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and the request registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Holder(s) making such demand for registration contemplates an underwritten public offering, being referred to as the “Initiating Holders”). Any Demand Registration Request may request that the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their register Registrable Securities on an appropriate form, including a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the underwritten public offering to the extent provided hereinSecurities Act, a “WKSI”), an automatic shelf registration statement. The Company shall expeditiously prepare and filegive written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the Holders of record of Registrable Securities (other than individuals), and use its reasonable best efforts at least ten (10) Business Days prior to cause to become effective, the filing of any registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to each Holder of Registrable Securities that is an individual, no more than ten (x10) above or one (1) time pursuant to (y) above for Business Days after the holders filing of the Registrable registration statement under the Securities as a group. Notwithstanding anything to Act (or, in the contrary contained herein, if the Company receives case of a request for the filing of an automatic shelf registration under this Section 2statement, then at least ten (i10) Business Days prior to the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date filing of such registration statement). In additionNotwithstanding the foregoing, the Company may postpone delay any Demand Exercise Notice until after filing a registration statement, so long as all recipients of such notice have the filing or the effectiveness same amount of any registration statement pursuant time to this Sectiondetermine whether to participate in an offering as they would have had if such notice had not been so delayed.

Demand Registrations. (ai) At Subject to the terms and conditions of this Agreement, at any time after following the date hereofexpiration of the Lock-Up Period, (x) a Majority Interest the Purchaser may request the Company to register under the Securities Act all or (y) VS Investors holding a majority any portion of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered Purchaser for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such requestnotice, provided that the aggregate offering price, as such amount is determined on the cover page of the Registration Statement, shall not be less than $100,000,000. Upon receipt Such request shall specify the intended method of disposition thereof by the Purchaser, including whether (A) the registration requested is for an underwritten offering and (B) the Registration Statement covering such requestRegistrable Securities shall be on Form S-3 (subject to Section 9.1(a)(iii)). If the Company is requested to file a registration on Form S-3 and the Company is then ASR Eligible, the Company shall promptly deliver notice use commercially reasonable best efforts to cause the Registration Statement to be an ASRS. In the event that any registration pursuant to this Section 9.1(a) shall be, in whole or in part, an underwritten public offering of such request to all Persons holding Common Stock, the number of shares of Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice underwriting may be reduced if and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided hereinthat the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities therein (an “Underwriter Cutback”). The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders Purchaser may revoke a request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (29.1(a)(i) times pursuant prior to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of the corresponding Registration Statement; provided, that such registration statement. In addition, request shall count as one of the Purchaser’s demand requests referred to in Section 9.1(a)(ii) unless the Purchaser reimburses the Company may postpone for all out-of-pocket expenses (including Registration Expenses) incurred by the filing or Company relating to such Registration Statement; provided, further, if the effectiveness of any registration statement Purchaser revokes a demand pursuant to this SectionSection 9.1(a)(i) within twenty-four (24) hours after notice in writing to the Purchaser of an Underwriter Cutback, (1) such request shall not count as one of its demand requests pursuant to Section 9.1(a)(ii) and (2) the Purchaser will not be obligated to reimburse the Company for any of its out-of-pocket expenses, including Registration Expenses.

Demand Registrations. (a) At any time after If, following the date hereof, the 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 (xa "Demand Notice") to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by any Holders and requested by such Demand Notice to be so registered (a Majority Interest or (y) VS Investors holding "Demand Registration"); provided, however, that if a majority Demand Notice is made in respect of a number of Registrable Securities that is less than all of the Registrable Securities held Beneficially Owned by all VS Investors may notify any Holders, then the Company that they intend to offer or cause sale of the Registrable Securities requested to be offered for public sale all registered by the Holders' Representative must be reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or any portion commission). A Demand Notice shall also specify the expected method or methods of their disposition of the applicable Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such requestSecurities. Upon Following receipt of such requesta Demand Notice, the Company shall use its reasonable best efforts to file, as promptly deliver notice as reasonably practicable, but not later than 45 days after receipt by the Company of such request Demand Notice (subject to all Persons holding paragraph (d) of this Section 2.2), a Registration Statement relating to the offer and sale of the Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such registration. If the request for registration contemplates an underwritten public offering, the Company Holders (a "Demand Registration Statement") and shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause such Registration Statement to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration be declared effective under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days promptly as practicable after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionthereof.

Demand Registrations. (a) At any time after the date hereofinitial public offering of the Company’s Common Stock pursuant to an effective registration under the Securities Act (the “IPO”), (x) a Majority Interest may request that the Company register under the Securities Act all or (y) VS Investors holding a majority any portion of the Registrable Securities held by all VS Investors may notify such Majority Interest; provided that such registration shall not become effective prior to the Company that they intend to offer or cause to be offered for public sale all or any portion six month anniversary of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such requesteffectiveness of the Company’s IPO. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities Holders, who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person Holder to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and will use its reasonable best efforts to cause to become effective, effect expeditiously the registration statement for of all Registrable Securities whose holders request request, pursuant to this Section 2, participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty ninety (18090) days after the effective date of such a registration statementstatement filed by the Company covering a firm commitment underwritten public offering. In addition, the The Company may postpone the filing or the effectiveness of any registration statement pursuant to this SectionSection 2 for a reasonable time period, provided that such postponements shall not exceed ninety (90) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness. A registration will not count as a requested registration under this Section 2(a) until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating Investors; provided, however, that if the Investors holding not less than a majority of the participating Registrable Securities owned by all Investors shall request, in writing, that the Company withdraw a registration statement that has been filed under this Section 2(a) but has not yet been declared effective, a majority in interest of such Investors may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein. In addition, a registration will not count as a requested registration under this Section 2(a) in the event that any Registrable Securities sought to be included by the Investors in such registration are excluded from such registration in accordance with Section 2(b) or Section 4.

Demand Registrations. (a) At any time and from time to time commencing on the earlier of (i) the fifth anniversary of the Closing Date, and (ii) the date which is six months after the date hereofInitial Public Offering, (x) a Majority Interest or (y) VS Investors holding a majority upon the written request of the Holders of at least 30% of the Registrable Securities held by all VS Investors may notify (the "Initiating Holders") that the Company effect the Registration under the Securities Act (such a written request being hereinafter referred to as a "Demand Registration") of any of the Registrable Securities, the Company will promptly give written notice to all other Holders of Registrable Securities that they intend to offer or cause to be offered for public sale all or any portion a Demand Registration has been received. For a period of 20 days following delivery of such notice, the other Holders of Registrable Securities may request that the Company also register their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in and after the manner specified in such request. Upon receipt expiration of such request20 day period, the Company shall promptly deliver notice notify all Holders of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify of the Company in writing number of their desire Registrable Securities to be included in such registrationregistered. If the request for registration contemplates an underwritten public offeringThereupon, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and will use its reasonable best efforts to cause the prompt Registration under the Securities Act, subject to become effectivethe provisions of this Section 10, the registration statement for of all Registrable Securities whose holders request participation which the Holders thereof have requested the Company to register, and in connection therewith, prepare and file on such registration appropriate form as the Company, in its reasonable discretion, shall determine, a Registration Statement under the Securities Act and to qualify effect such Registration. With respect to any Registration Statement filed, or to be filed, pursuant to this Section 10.01(a) or Section 10.03 below, if the Company shall furnish to the Holders of Registrable Securities a certified resolution of the Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, recapitalization or other similar corporate activity, or the unavailability for sale under reasons beyond the Company's control of any state blue sky lawrequired audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a Registration Statement to be maintained Effective, or to be filed and become Effective, and setting forth the general reasons for such judgment, the Company shall be entitled to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or, in the event no Registration Statement has yet been filed, shall be entitled not to file any such Registration Statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to all Holders of Registrable Securities); provided, however, provided that the Company shall be entitled to withdraw or delay the filing of a Registration Statement in connection with a Disadvantageous Condition for a period of not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant 90 days and only once during any twelve month period. Upon receipt of any such notice of a Disadvantageous Condition, such Holders of Registrable Securities will forthwith discontinue use of the disclosure document contained in such Registration Statement and, if so directed by the Company, each such Holder will deliver to (x) above or one (1) the Company all copies, other than permanent file copies then in such Holder's possession, of the disclosure document then covering such Registrable Securities current at the time pursuant of receipt of such notice, and, in the event no Registration Statement has yet been filed, all drafts of the disclosure document covering such Registrable Securities. In the event that the Company shall give any notice of a Disadvantageous Condition, the Company shall at such time as it in good xxxxx xxxxx appropriate file a new Registration Statement covering the Registrable Securities that were covered by such withdrawn Registration Statement, and shall use its reasonable best efforts to (y) above file such new Registration Statement within 90 days of receipt of the resolution by the Holders of Registrable Securities, and such Registration Statement shall be maintained Effective for such time as may be necessary so that the holders period of effectiveness of such new Registration Statement, when aggregated with the period during which such initial Registration Statement was Effective, shall be such time as may be otherwise required by Section 10.01(c). The Holders of at least 66% of the Registrable Securities as a group. Notwithstanding anything requested to be registered may, at any time prior to the contrary contained hereinEffective Date of the Registration Statement relating to such Registration, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of revoke such request, that it intends without liability to file any of the other Holders of Registrable Securities, by providing a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that written notice to the Company files such registration statement within seventy-five (75) days of its receipt of revoking such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section.

Demand Registrations. (a) At any time after (i) Subject to Sections 2.1(b) and 2.3 below, the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority Holders of 15% of the Registrable Securities held by (which calculation shall include all VS Investors Registrable Securities then outstanding and all Registrable Securities into which all shares of Series A Preferred Stock then outstanding may notify be converted) shall have the right to require the Company that they intend to offer or cause to be offered for public sale file a registration statement under the Securities Act covering all or any portion part of their respective Registrable Securities, by delivering a written request therefor to the Company specifying the number of Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registrationregistration by such Holder(s) and the intended method of distribution thereof. If All such requests by any Holder(s) pursuant to this Section 2.1(a)(i) are referred to herein as "Demand Registration Requests," and the request registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder(s) making such demand for registration contemplates an underwritten public offeringbeing 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 state such in the give written notice and in (the "Demand Exercise Notice") of such event Demand Registration Request to all Holders of record of Registrable Securities. After the right of any Person Company has effected two Demand Registrations pursuant to participate in such this Section 2.1(a)(i), the related registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and filestatements have been declared effective, and use its reasonable best efforts with respect to cause a shelf registration pursuant to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration Rule 415 under the Securities Act and to qualify such Registrable Securities for sale Act, the distribution contemplated thereunder completed, the Company shall have no further obligation under any state blue sky lawthis Section 2.1(a)(i); provided, provided however, that the Company shall not be required with respect to effect a shelf registration pursuant to a request Rule 415 under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained hereinAct, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days shall have been effective for a period of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionless than 60 days.

Demand Registrations. (a) At any time after the date hereofinitial public offering of New Holdings' Common Stock pursuant to an effective registration under the Securities Act (the "IPO"), (x) a Majority Interest may request that New Holdings register under the Securities Act all or (y) VS Investors holding a majority any portion of the Registrable Securities held by such Majority Interest; PROVIDED that all VS Investors may notify such requests shall be made in writing and shall state the Company that they intend to offer or cause number of shares of Registrable Securities to be offered for public sale all or any portion disposed of their Registrable Securities (representing offering proceeds aggregating and the intended method of disposition of such shares; and PROVIDED, FURTHER, that such registration shall not less than $10 million) in become effective prior to the manner specified in such requestsix month anniversary of the effectiveness of New Holdings' IPO. Upon receipt of such request, the Company New Holdings shall promptly deliver notice of such request to all Persons holding holders of Registrable Securities Securities, if any, who shall then have thirty (30) days to notify the Company New Holdings in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company New Holdings shall state such in the written notice and in such event the right of any Person holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and New Holdings will use its reasonable best efforts to cause to become effective, expeditiously effect the registration statement for of all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company New Holdings shall not be required to effect registration pursuant to a request under this Section 2 more than two three (23) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty ninety (18090) days after the effective date of such a registration statementstatement filed by New Holdings covering a firm commitment underwritten public offering in which the holders of Registrable Securities shall have been entitled to join pursuant to this Section 2 or Section 4 hereof and in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been so requested. In addition, the Company New Holdings may postpone the filing or the effectiveness of any registration statement pursuant to this SectionSection 2 for a reasonable time period, provided that such postponements shall not exceed ninety (90) days in the aggregate during any twelve (12) month period, if (i) New Holdings has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors of New Holdings determines in good faith that such disclosure is not in the best interests of New Holdings and its stockholders, or (ii) the Board of Directors of New Holdings determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness. A registration will not count as a requested registration under this Section 2(a) until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating Majority Interest; provided, however, that if a Majority Interest shall request, in writing, that New Holdings withdraw a registration statement which has been filed under this Section 2(a) but not yet been declared effective, a Majority Interest may thereafter request New Holdings to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein.

Demand Registrations. (a) At On any time six (6) occasions after the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within which is one hundred eighty (180) days after the effective date of the execution of this Agreement, subject to the conditions set forth in this Agreement, one or more Holders holding at least forty percent (40%) of the Registrable Securities then held by all Holders (the "Demand Threshold") may request (the "Initiating Holders") that the Company cause to be filed with the Commission and cause to become effective a registration statement (a "Demand Registration Statement") under the Securities Act relating to the sale by such Holders of their Registrable Securities in accordance with the terms hereof; provided, however, that until the first anniversary of the date hereof, only a Richmont Party can make any such demand; and provided further that any Richmont Party may request the Company to file and cause to become effective a Demand Registration Statement if such request is for the registration statementof all of such Richmont Party's Registrable Securities, notwithstanding the fact that such Richmont Party's Registrable Securities are less than the Demand Threshold. In additionUpon receipt of any 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 Registration Statement such of their Registrable Securities as each Holder may postpone request in such notice of election. Thereupon, the filing or Company shall as soon as practicable thereafter cause such Demand Registration Statement to be filed and declared effective by the effectiveness Commission for all Registrable Securities which the Company has been requested to register. The Company shall in no event be obligated to effect under this Section 2 more than six (6) demand registrations. If the managing underwriter of an underwritten offering with respect to which registration has been requested by any registration statement Holder pursuant to this SectionSection 2 has advised the Company that, in such underwriter's good faith judgment, the number of securities to be sold in such offering by the Company and persons other than the Company (collectively, "Selling Stockholders") is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of securities to be included in such offering to a number deemed satisfactory by the managing under writer, provided, however, that the securities to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; second, securities held by any Selling Stockholder (not including the Holders) participating in such offering pursuant to the exercise of contractual piggyback registration rights (other than pursuant to the Merkxxx Xxxeement or the Monroe Agreement), as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders);

Demand Registrations. (a) At Subject to the terms of this Agreement, the Required Holders may, at any time on or after the date hereofEffective Date, request (xany such request, a “Demand Registration Request”) a Majority Interest or (y) VS Investors holding a majority registration with the SEC of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their the Registrable Securities and/or the filing of a prospectus to distribute all or any portion of the Registrable Securities under applicable Canadian Securities Laws (representing offering proceeds aggregating not less than $10 million) as set forth in the manner specified Demand Registration Request). The Company shall prepare and, as soon as practicable, but in no event later than the Demand Registration Filing Deadline, file a Registration Statement with the SEC and/or the Canadian Securities Regulatory Authorities, as applicable, and the Company shall include in such requestRegistration Statement all Registrable Securities set forth in such Demand Registration Request. Upon receipt of such requestAll registrations requested pursuant to this Section 2(a) and Section 2(b) below are referred to herein as “Demand Registrations.” Subject to Section 2(b), the Company shall promptly deliver notice not be obligated to effect (i) more than four (4) Demand Registrations in the aggregate, (ii) more than two (2) Demand Registrations within any twelve (12) month period, (iii) a Demand Registration within forty-five (45) calendar days of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify any final prospectus previously filed by the Company in writing respect of their desire an underwritten public offering; provided that the Company complied with its obligations hereunder in respect of such underwritten public offering, (iv) a Demand Registration for an underwritten public offering if, at the time a Demand Registration Request is received by the Company, the Company is currently in the process of a Proposed Registration or Piggyback Shelf Offering (each, as defined below) for an underwritten public offering for which a Piggyback Notice or Piggyback Shelf Offering Notice (each, as defined below) will be sent to Investors pursuant to Section 3(a) or Section 3(d), or (v) a Demand Registration unless the registration would reasonably be included expected to result in aggregate gross proceeds of at least $50 million to the Investors (collectively, the “Demand Registration Limitations”); provided, that a Demand Registration relating to a concurrent registration in Canada and the United States at such registrationtime as the Company is eligible to file a Registration Statement in the United States pursuant to the U.S.-Canada Multijurisdictional Disclosure System shall be deemed to constitute only one Demand Registration. If Notwithstanding the request foregoing or anything else to the contrary contained herein, (A) the Company shall not be obligated to effect registration of any of the Registrable Securities under Canadian Securities Laws except for registration contemplates purposes of a “distribution” pursuant to Canadian Securities Laws or as otherwise permissible thereunder; (B) the Company shall not be obligated to file any additional Registration Statement or effect any Demand Registration under this Section 2(a) at any time that it has filed a Shelf Registration Statement pursuant to which such Demand Registration may be effected as a Shelf Takedown; and (C) a Demand Registration shall not be counted as “effected” for purposes of this Section 2(a) (including the Demand Registration Limitations) until such time as the applicable Registration Statement has been declared effective by the SEC (to the extent such Registration Statement is not automatically effective upon filing) or becomes effective under Canadian Securities Laws, as applicable, unless, in the case of an underwritten public offering, the Company shall state Required Holders that submitted such Demand Registration Request have withdrawn such request for such Demand Registration at any time after an underwriting agreement has been executed with respect thereto, in the written notice and in which case such event the right of any Person to participate in such registration withdrawn Registration Statement shall be conditioned upon their participation in such underwritten public offering and the inclusion counted as “effected” for purposes of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section2(a).

Demand Registrations. (a) At any time following the date on which the Investor takes possession of any Registrable Securities pursuant to the Loan Documents, one or more Holders may request registration under the Securities Act of such Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or on Form S-3 or any similar short-form registration, if available (“Short-Form Registrations”). Within ten days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders, if any, and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the date hereofreceipt of the Company’s notice. Only two registrations may be demanded pursuant to this section (each, a “Demand Registration”), and only one of which may be a Long-Form Registration. A registration shall not be treated as a Demand Registration unless the holders of Registrable Securities are able to include, in accordance with the following provisions, at least 75% of the Registrable Securities requested to be included in such registration and until (xi) the applicable registration statement under the Securities Act (the “Registration Statement”) has been filed with the Securities and Exchange Commission (the “SEC”) with respect to such Demand Registration and been declared effective and (ii) such Registration Statement shall have been maintained continuously effective for a Majority Interest period of at least 120 days or such shorter period when all Registrable Securities included therein have been sold thereunder in accordance with the manner of distribution set forth in such registration statement. The Company may postpone for up to six months the filing or the effectiveness (ywhich may include the withdrawal of an effective registration statement) VS Investors holding of a Registration Statement pursuant to this Section 2.1 if the Company’s board of directors reasonably determines in its good faith judgment that, because of the existence of any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition or financing activity (other than in the ordinary course of business) or the unavailability for reasons beyond the Company’s control of any required financial statements, or any other event or condition of similar significance to the Company, it would be materially disadvantageous to the Company for such a Registration Statement to be maintained effective, or to be filed and become effective. The Company may include in a Demand Registration any securities that are not Registrable Securities. If the holders of a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause sought to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) registered in the manner specified in a Demand Registration request that such request. Upon receipt of such requestDemand Registration be an underwritten offering, then the Company shall promptly deliver notice use its best efforts to acquire a nationally recognized underwriter or underwriters to manage and administer such offering, such underwriter or underwriters, as the case may be, to be subject to the reasonable approval of such request to holders of a majority of the Registrable Securities. If a Demand Registration is an underwritten offering and the managing underwriter determines and advises in writing that the inclusion of all Persons holding the Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire and other securities proposed to be included in such registration. If the request for registration contemplates an underwritten public offeringoffering would interfere with the successful marketing of such Registrable Securities, then the Company shall state number of such Registrable Securities that the managing underwriter believes in the written notice and in such event the right of any Person to participate in such registration shall good faith may be conditioned upon their participation sold in such underwritten public offering and the shall be allocated for inclusion of their Registrable Securities in the underwritten public offering to Registration Statement in the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to following order of priority: (x) above or one (1) time pursuant Registrable Securities being offered by the Holders, on a pro rata basis, based upon the number of Registrable Securities sought to be registered by each such Holder; and (y) above for other securities sought to be included in the holders of the Registrable Securities as a groupDemand Registration. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section

Demand Registrations. (a) At any Any time after following the Effective Time and prior to the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, on which the Company shall promptly deliver notice have obtained a written opinion of legal counsel reasonably satisfactory to each Demand Holder and addressed to the Company and such Demand Holder to the effect that the Shares may be publicly offered for sale in the United States by such Demand Holder or any Subsidiary Holder thereof without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (such period, the “Demand Period”), such Demand Holder shall have the right on a number of occasions equal to the Demand Number for such Demand Holder to require the Company to file a registration statement under the Securities Act in respect of all or a portion of the Shares then held by such Demand Holder and any Subsidiary Holder thereof (so long as such request covers at least 1% of the shares of Common Stock then outstanding), by delivering to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing written notice stating that such right is being exercised, specifying the number of their desire the Shares to be included in such registrationregistration and describing the intended method of distribution thereof (a “Demand Request”). If In the request for case of any Demand Holder other than AAH, (i) such Demand Holder may not make a Demand Request during the Lock-Up Period, (ii) such Demand Holder may only make one Demand Request during each successive one-year period following the termination of the Lock-Up Period and (iii) the first Demand Request made by such Demand Holder shall be limited with respect to each applicable Exercising Demand Holder to a number of Shares that is less than or equal to 50% of the number of Shares owned at such time by such Exercising Demand Holder and any Subsidiary Holder thereof; provided that such Exercising Demand Holders may not in aggregate register pursuant to such Demand Request more than 20% of the aggregate number of Shares owned at such time by the Specified Shareholders and any Subsidiary Holders thereof (the “Share Limit”); provided, further, that if the aggregate number of Shares that such Exercising Demand Holders have included in their Demand Request exceeds the Share Limit, the Shares of each Exercising Demand Holder requesting the registration contemplates an underwritten public offeringof more than 20% of the aggregate number of Shares owned at such time by such Exercising Demand Holder and any Subsidiary Holder thereof (with respect to each Exercising Demand Holder, its “20% Limit”) shall be excluded from the Demand Requests, to the extent necessary to comply with the Share Limit, on a pro rata basis according to the total number of Shares requested to be registered by all such Exercising Demand Holders until the Demand Request of each such Exercising Demand Holder has been reduced to (and not below) its 20% Limit. As promptly as practicable, but in no event later than forty-five (45) days after the Company receives a Demand Request, the Company shall state such in file with the written notice SEC and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and thereafter use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file declared effective promptly a registration statement (a “Demand Registration”) providing for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 number of Shares as such Exercising Demand Holder(s) shall not apply have demanded be registered for distribution in accordance with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date intended method of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectiondistribution.

Demand Registrations. (a) At any Any time after following the Effective Time and prior to the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, on which the Company shall promptly deliver notice have obtained a written opinion of legal counsel reasonably satisfactory to each Demand Holder and addressed to the Company and such Demand Holder to the effect that the Shares may be publicly offered for sale in the United States by such Demand Holder or any Subsidiary Holder thereof without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (such period, the "Demand Period"), such Demand Holder shall have the right on a number of occasions equal to the Demand Number for such Demand Holder to require the Company to file a registration statement under the Securities Act in respect of all or a portion of the Shares then held by such Demand Holder and any Subsidiary Holder thereof (so long as such request covers at least 1% of the shares of Common Stock then outstanding), by delivering to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing written notice stating that such right is being exercised, specifying the number of their desire the Shares to be included in such registrationregistration and describing the intended method of distribution thereof (a "Demand Request"). If In the request for case of any Demand Holder other than AAH, (i) such Demand Holder may not make a Demand Request during the Lock-Up Period, (ii) such Demand Holder may only make one Demand Request during each successive one- year period following the termination of the Lock-Up Period and (iii) the first Demand Request made by such Demand Holder shall be limited with respect to each applicable Exercising Demand Holder to a number of Shares that is less than or equal to 50% of the number of Shares owned at such time by such Exercising Demand Holder and any Subsidiary Holder thereof; provided that such Exercising Demand Holders may not in aggregate register pursuant to such Demand Request more than 20% of the aggregate number of Shares owned at such time by the Specified Shareholders and any Subsidiary Holders thereof (the "Share Limit"); provided, further, that if the aggregate number of Shares that such Exercising Demand Holders have included in their Demand Request exceeds the Share Limit, the Shares of each Exercising Demand Holder requesting the registration contemplates an underwritten public offeringof more than 20% of the aggregate number of Shares owned at such time by such Exercising Demand Holder and any Subsidiary Holder thereof (with respect to each Exercising Demand Holder, its "20% Limit") shall be excluded from the Demand Requests, to the extent necessary to comply with the Share Limit, on a pro rata basis according to the total number of Shares requested to be registered by all such Exercising Demand Holders until the Demand Request of each such Exercising Demand Holder has been reduced to (and not below) its 20% Limit. As promptly as practicable, but in no event later than forty-five (45) days after the Company receives a Demand Request, the Company shall state such in file with the written notice SEC and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and thereafter use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file declared effective promptly a registration statement (a "Demand Registration") providing for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 number of Shares as such Exercising Demand Holder(s) shall not apply have demanded be registered for distribution in accordance with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date intended method of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectiondistribution.

Demand Registrations. (a) At (i) Subject to Sections 2.1(b), 2.1(g), 2.3 and 2.7, at any time and from time to time, but in all circumstances no earlier than the date which is three years after the date hereofclosing of an IPO, (x) a Majority Interest or (y) VS Investors holding a majority each of the Registrable Securities held by all VS Major Investors may notify shall have the right to require the Company that they intend to offer or cause file up to be offered for public sale two (2) registration statements under the Securities Act covering all or any portion part of their and their respective Affiliates’ Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, by delivering a written request therefor to the Company shall promptly deliver notice specifying the number of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registrationregistration and the intended method of sale or distribution thereof. Any such request by a Major Investor pursuant to this Section 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Major Investor(s) making such demand for registration being referred to as the “Initiating Holders”). If the request for registration contemplates an underwritten public offeringa single Demand Registration Request is delivered by more than one Initiating Holder, the registration requested by such Demand Registration Request shall constitute only one Demand Registration. Any Demand Registration Request may request that the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their register Registrable Securities on an appropriate form, including a shelf registration statement pursuant to Rule 415 under the Securities Act on Form S-3 (if the Company is eligible to file a shelf registration statement on Form S-3) or Form S-1 (any such shelf registration statement on Form S-3 or Form S-1, a “Shelf Registration Statement”), and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the underwritten public offering to Securities Act, a “WKSI”), an automatic shelf registration statement (as defined in Rule 405 under the extent provided hereinSecurities Act, an “automatic shelf registration statement”). The Company shall expeditiously prepare and filegive written notice (the “Demand Exercise Notice”) of such Demand Registration Request to each of the Holders of record of Registrable Securities, and use its reasonable best efforts at least five (5) Business Days prior to cause to become effective, the filing of any registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a groupAct. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In additionforegoing, the Company may postpone delay any Demand Exercise Notice, including until after filing a registration statement, so long as all recipients of such notice have the filing or the effectiveness same amount of any registration statement pursuant time to this Sectiondetermine whether to participate in an offering as they would have had if such notice had not been so delayed.

Demand Registrations. (a) At any time after the date hereof, Holders of Registrable Securities representing not less than (x) a Majority Interest 30% of any series of Preferred Stock, or (y) VS Investors holding a majority if such request is made by Holders of more than one series of Preferred Stock, 10% of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their then-outstanding Registrable Securities (representing offering proceeds aggregating not less than $10 millionfor purposes of calculating (x) in and (y), any Preferred Stock is to be measured as the manner specified in such request. Upon receipt number of shares of Common Stock issuable upon conversion of such request, Preferred Stock at the then applicable conversion rate on such series of Preferred Stock) (the "Initiating Holders") may require that the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such effect a registration under the Securities Act and at any time or times (i) with respect to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders at least 25% of the Registrable Securities as a group. Notwithstanding anything to Common Stock issued or issuable upon conversion of any series of Preferred Stock or at least 10% of the contrary contained hereinCommon Sock issued or issuable upon conversion of all series of Preferred Stock, if the Company receives request is made by Holders of more than one series of Preferred Stock (or such lesser amount representing all remaining Registrable Securities) (a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering"Common Stock Registration"), and (ii) assuming that with respect to a series of Preferred Stock with an anticipated offering or sale price of $30,000,000 (a "Preferred Stock Registration") (each of such a Common Stock Registration and a Preferred Stock Registration a "Demand Registration"). Upon receipt of written notice of such demand, the Company files will promptly give written notice of the proposed registration to all Holders other than Initiating Holders and will include in such registration statement (x) all Registrable Securities specified in such demand, together with Registrable Securities of like kind of any other Holder joining in such demand as are specified in a written request received by the Company within seventy-five (75) 20 days after delivery of its receipt of such request, the Company's notice and (y) all shares of equity securities of the Company which the Company or other holders of equity securities having registration obligations rights may elect to register. For purposes of a Preferred Stock Registration, only shares of the same series of Preferred Stock will be considered "like kind." Notwithstanding anything in this Section 2.1(a) to the contrary, the Holders will collectively be entitled to no more than an aggregate of four (4) Demand Registrations under this Section 2 2.1(a) and Section 2.1(d). The Company shall not apply with respect be obligated to effect more than three of such request and no additional request may be made Demand Registrations under this Section 2 within one hundred eighty (1802.1(a) days after the effective date by means of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement an underwriting pursuant to this SectionSection 2.1(c).

Demand Registrations. (a) At any time after and from time to time, the date hereof, Summa Investor(s) (xthe “Initiating Holder(s)”) a Majority Interest may request in writing that the Company register under the Securities Act all or (y) VS Investors holding a majority any portion of the Registrable Securities held by all VS Investors may notify the Company Initiating Holder(s); provided that they intend no Registration Statement need be filed with the Commission (for the avoidance of doubt, this proviso excludes any Registration Statement confidentially submitted to offer or cause the Commission) prior to be offered for public sale all or the expiration of any portion of their Registrable Securities “lock-up agreement” entered into with an underwriter in connection with the IPO (representing offering proceeds aggregating not less than $10 million) in the manner specified in unless waived by such requestunderwriter). Upon receipt of such written request, which shall specify the intended method of distribution thereof, the Company shall promptly as soon as possible and in any case within three (3) days deliver notice of (any such request written notice, a “Demand Notice” and any such registration, a “Demand Registration”) thereof to all Persons holding Registrable Securities Holders (other than the Initiating Holder(s)), if any, who shall then have thirty three (303) days Business Days to notify the Company in writing of their desire to be included in such registration. If the no request for registration contemplates inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Demand Registration. A Holder who is, or who is controlled by any person who is, an underwritten public offeringemployee of the Company or its Subsidiaries may participate in a Demand Registration pursuant to this Section 2.1(a) within the Restrictive Period, only if and to the extent the aggregate of (i) the Registrable Securities such Holder will include in such Demand Registration and (ii) the Common Shares such Holder has sold, transferred, assigned, distributed or otherwise conveyed prior to such Demand Registration does not exceed the Maximum Amount of Shares (and where the Initiating Holder(s) shall have the full and absolute discretion to determine the extent by which any cutbacks are required and which Holders will be affected), unless otherwise agreed by the Initiating Holder(s). Subject to the provisions of Section ‎2.5 below, the Company shall state use its reasonable best efforts to file a registration statement for such intended method of distribution, as promptly as practicable, but not later than (x) sixty (60) days after such Demand Notice in the written notice case of a registration with a Long-Form Registration Statement and (y) thirty (30) days after such Demand Notice in the case of a registration with a Short-Form Registration Statement, and in such event the right of any Person to participate in such registration each case shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the such registration statement for all Registrable Securities whose holders request participation in such registration to be declared effective under the Securities Act and as promptly as practicable after the filing thereof (subject to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under proviso of the first sentence of this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section‎2.1(a)).

Demand Registrations. (a) At On any time two (2) occasions after the date hereofof 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 least forty percent (x40%) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities then held by all VS Investors Holders may notify request (the "Initiating Holders") that the Company that they intend to offer or cause to be offered for public filed with the Commission and cause to become effective a registration statement (a "Demand Registration Statement") under the Securities Act relating to the sale all or any portion by such Holders of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in accordance with the manner specified in such requestterms hereof. Upon receipt of any such request, the Company shall promptly deliver give written notice of such request proposed registration to all Persons holding 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 Registration Statement such of their Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included as each Holder may request in such registrationnotice of election. If the request for registration contemplates an underwritten public offeringThereupon, the Company shall state as soon as practicable thereafter cause such in Demand Registration Statement to be filed and declared effective by the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Commission for all Registrable Securities in which the underwritten public offering Company has been requested to the extent provided hereinregister. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not no event be required obligated to effect registration pursuant to a request under this Section 2 more than two (2) times demand registrations. If the managing underwriter of an underwritten offering with respect to which registration has been requested by any Holder pursuant to this Section 2 has advised the Company that, in such underwriter's good faith judgment, the number of securities to be sold in such offering by the Company and persons other than the Company (xcollectively, "Selling Stockholders") above or one is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of securities to be included in such offering to a number deemed satisfactory by the managing underwriter, provided, however, that the securities to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; second, securities held by any Selling Stockholder (1not including the Holders) time participating in such offering pursuant to the exercise of contractual piggyback registration rights (y) above for other than pursuant to the holders Merkxxx Xxxeement or the Richmont Agreement), as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders); third, securities the Company proposes to sell and other securities of the Registrable Securities as a group. Notwithstanding anything to the contrary contained hereinCompany included in such registration; fourth, if the Company receives a request for registration under this Section 2, then securities held by (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of any Selling Stockholder participating in such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section

Demand Registrations. (a) At any time Commencing upon the earlier of (x) one year after the completion of an underwritten public offering of Class B Common Stock or (y) the second anniversary of the date hereof, and until such time as the Company becomes eligible to file a Registration Statement on Form S-3 (x) a Majority Interest or (y) VS Investors holding a majority any successor form relating to secondary offerings), the Holders of 40% of the Registrable Securities held by all VS Investors Shares then outstanding may notify request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by the Holders; PROVIDED, HOWEVER, that they intend to offer or cause the minimum aggregate offering price of the Class B Common Stock to be offered registered by such Holders equals $10,000,000 (prior to deductions for public sale all or any portion underwriting discounts and commissions). Any such request pursuant to Section 2(a) shall be in writing and shall state the number of their shares of Registrable Securities (representing offering proceeds aggregating not less than $10 million) Shares to be disposed of and the intended method of disposition of such shares by such Holder. If a Holder elects to distribute its Registrable Shares by means of an underwriting, it shall so advise the Company in the manner specified in such its request. Upon receipt of such requestThereupon, the Company shall promptly deliver notice shall, as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 or Form S-2 (or any successor form), of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify Shares which the Company in writing has been requested so to register. The Company shall not be required to effect more than two (2) registrations pursuant to this Section 2(a) (each, a "Permitted Registration"). A registration shall not count as one of their desire the Permitted Registrations under this Section 2(a) until it has become effective, and any registration pursuant to Section 2(a) shall not count as one of the Permitted Registrations unless the Holders of Registrable Shares are able to register and sell 75% or more of the Registrable Shares requested to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect any registration pursuant to a request under this Section 2 more than two (22(a) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days six months after the effective date of such registration statement. In addition, any other Registration Statement of the Company may postpone the filing or the effectiveness for an underwritten offering of any registration statement pursuant to this SectionClass B Common Stock.

Demand Registrations. (a) At (i) Subject to Sections 2.1(b) and 2.3 below, at any time and from time to time alter the earlier of (x) the first anniversary of the consummation of an IPO, (y) the earliest date that any other Person, by agreement with the Company, is entitled to demand registration, and (z) such date that is 36 months after the date hereof, (x) a Majority Interest or (y) VS Investors Holders holding a majority of the Registrable Securities held by all VS Investors may notify with an aggregate value of at least that set forth in Section 2.l(b)(v) shall have the right to require the Company that they intend to offer or cause to be offered for public sale file a registration statement under the Securities Act covering all or any portion part of their respective Registrable Securities, by delivering a written request (a "Demand Request") therefor to the Company specifying the number and class and series of Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registrationregistration by such Holder and the intended method of distribution thereof. If the request Company is then eligible to effect a registration on Form S-3 (or any -2- 5 successor form), such Holder may, in such Demand Request, or the Company may, in response thereto, designate such registration as an "S-3 Registration". All such requests by any Holder pursuant to this Section 2.1 (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 or Holders making such demand for registration contemplates an underwritten public offeringbeing referred to as the "Initiating Holder"). As promptly as practicable, but no later than 15 days after receipt of a Demand Registration Request, the Company shall state such in the give written notice and in (the "Demand Exercise Notice") of such event the right Demand Registration Request to all Holders of any Person record of Registrable Securities. Any Demand Registration which is not an S-3 Registration is sometimes referred to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities herein as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section"Standard Registration".

Demand Registrations. (a) At any time after and from time to time the date hereof, (x) Holders may make a Majority Interest or (y) VS Investors holding a majority written request of the Registrable Company for registration with the SEC, under and in accordance with the provisions of the Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale Act, of all or any portion part of their Registrable Securities (representing offering proceeds aggregating a “Demand Registration”) by giving written notice to the Company of such demand (a “Demand Notice”); provided, that the Company shall be required to effect only one Demand Registration during any six-month period; provided, further, that the Holders may not less exercise the rights provided by this Section 2.01(a) during the period commencing three months prior to the delivery of a Rights Offering Notice and ending on the closing of the applicable Rights Offering or, if the applicable Rights Offering Notice is not delivered, ninety (90) days after the applicable Rights Offering Trigger Date. The Company shall not be required to effect more than $10 million) in the manner specified Required Number of Demand Registrations. Each such Demand Notice will specify the number of Registrable Securities proposed to be sold pursuant to such Demand Registration and will also specify the intended method of disposition thereof. The Company shall give written notice, of any Demand Notice by any Holder, which request complies with this Section 2.01(a), within 5 days after the receipt thereof, to each Holder who did not initially join in such request. Upon Within 10 days after receipt of such requestnotice, the Company shall promptly deliver notice of any such Holder may request to all Persons holding in writing that its Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration, and the Company shall include in the Demand Registration the Registrable Securities of each such Holder requested to be so included, subject to the provisions of Section 2.01(e). If Each such request shall specify the request for registration contemplates an underwritten public offeringnumber of shares of Registrable Securities proposed to be sold and the intended method of disposition thereof. Promptly after receipt of any Demand Notice, but in no event later than 60 days after receipt of such Demand Notice, the Company shall state such file a Registration Statement with the SEC with respect to the Registrable Securities included in the written notice Demand Notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in have such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky lawRegistration Statement declared effective as promptly as practicable; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing of such Registration Statement for a period of up to 90 days (the “Deferral Period”) if the Board of Directors reasonably determines that such a filing would materially adversely affect any proposed material financing, acquisition, divestiture or other material transaction by the effectiveness Company. The Company shall not be entitled to request more than one such deferral with respect to any Demand Registration within any 365-day period. If the Company does elect to defer any such Demand Registration, the Holders requesting such Demand Registration may, at their election by written notice to the Company, (i) confirm their request to proceed with such Demand Registration upon the expiration of any registration statement pursuant the Deferral Period or (ii) withdraw their request for such Demand Registration in which case no such request for a Demand Registration shall be deemed to have occurred for purposes of this SectionAgreement and no further request for a Demand Registration may be made until prior to the expiration of the Deferral Period.

Demand Registrations. (a) At any time after If, following the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend is unable to offer or file, cause to be offered for public sale all effective or any portion maintain the effectiveness of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such requesta Shelf Registration Statement as required under Section 5.01, the Company Holder shall promptly deliver have the right by delivering a written notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire (a “Demand Notice”) to be included in such registration. If the request for registration contemplates an underwritten public offering, require the Company shall state such in to, pursuant to the written notice terms of this Agreement, register under and in such event accordance with the right provisions of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act the number of Registrable Instruments Beneficially Owned by the Holder and requested by such Demand Notice to qualify such Registrable Securities for sale under any state blue sky lawbe so registered (a “Demand Registration”); provided, however, that (i) the number of Demand Registrations (together with any Shelf Offerings) in any 12-month period shall not exceed two and (ii) the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of register the Registrable Securities as Instruments requested by the Demand Notice unless the Holder has requested to offer at least the lesser of (A) 50 million Underlying Shares (inclusive of Underlying Shares underlying any Instruments requested to offer) or (B) Registrable Instruments having a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then fair market value (based (i) in the case of any Underlying Shares included in the request, upon the closing price of the Underlying Shares quoted on the principal securities exchange on which such Underlying Shares are listed on the trading day immediately preceding the date upon which the Holder delivers a Demand Notice to the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that in the Company files such registration statement within seventy-five (75) days case of its receipt of such any Warrants included in the request, upon the value of the Underlying Shares based upon the closing price of the Underlying Shares quoted on the principal securities exchange on which such Underlying Shares are listed on the trading day immediately preceding the date upon which the Holder delivers a Demand Notice to the Company's registration obligations under this Section 2 ) of $500 million in such Demand Registration. The Demand Notice shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after also specify the effective date expected method or methods of such registration statement. In addition, disposition of the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionapplicable Registrable Instruments.

Demand Registrations. (a) At any time after following the date hereofon which all Initial Registrable Securities have been registered for resale pursuant to Section 2 hereof (the “Permitted Request Date”), (xi) a Majority Interest Holder or Holders owning 25% or more in interest (ythe “Initiating Holders”) VS Investors holding a majority of the Registrable Securities (other than the Initial Registrable Securities)(the “Remaining Registrable Securities”) may request that the Company file a Registration Statement providing for the resale of all Remaining Registrable Securities then held by the Initiating Holders by giving written notice (a “Demand Notice”) of such demand to the Company. The Demand Notice shall describe the number of Remaining Registrable Securities intended to be disposed of and the intended method of disposition. The Company shall then prepare and file with the Commission on or prior to the Additional Filing Date, a “resale” Registration Statement providing for the resale of all VS Investors may notify Remaining Registrable Securities included in the Demand Notice for an offering to be made on a continuous basis pursuant to Rule 415. Any such Registration Statements shall be on Form S-1 (except if the Company that they intend is not then eligible to offer or cause to be offered register for public sale all or any portion of their resale such Remaining Registrable Securities on Form S-1, in which case such registrations shall be on another appropriate form in accordance herewith and the Securities Act and the rules promulgated thereunder). Each such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (representing offering proceeds aggregating not less than $10 million) in including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the manner specified in such requestRegistrable Securities. Upon receipt of such request, the The Company shall promptly deliver notice of such request to all Persons holding (i) not permit any securities other than the Remaining Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in any such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice Registration Statement and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and (ii) use its reasonable best efforts to cause any such Registration Statement to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to qualify keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities for sale under covered by such Registration Statement have been sold or (y) the date on which the Remaining Registrable Securities may be sold without any state blue sky law; provided, however, that restriction pursuant to Rule 144 as determined by the counsel to the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything written opinion letter, addressed to the contrary contained herein, if Company’s transfer agent to such effect (the “Effectiveness Period”). The Company receives a shall request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files effective time of any such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after Registration Statement is 5:00 p.m. Eastern Time on the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectiondate.

Demand Registrations. Subject to Sections 1(c) and 1(d) below, during the Effective Period, an Initiating Holder may request in writing, with a copy of such request delivered simultaneously to the non-Initiating Holder, that the Company effect an underwritten Public Offering by filing a Registration Statement under the Securities Act (a"Demand Registration") At any time after covering the date hereof, registration of at least twenty percent (x20%) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities (if applicable, calculated on an as converted basis) held by all VS Investors may notify such Initiating Holder, the Company members of its Group and any other affiliates, which request will specify the intended plan and method of disposition of such shares; provided that they intend to offer or cause to a request for a Demand Registration shall not be offered for public sale all or any portion of their effective if the Registrable Securities (representing offering proceeds aggregating not less than $10 million) in of the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire Initiating Holder and its Affiliates requested to be included in such registration. If Demand Registration do not have an aggregate market value of at least $10 million (if applicable, calculated on an as converted basis) (based upon the average daily closing price of the Common Stock (on its principal trading market), rounded to two decimal places, for the ten (10) trading days immediately preceding the date that the Initiating Holder's request for registration contemplates is received by the Company). The making of such demand by an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration Initiating Holder shall be conditioned binding upon their participation in such underwritten public offering and the inclusion all of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything within the Initiating Holder's Group with respect to the contrary contained herein, if number of demand registration rights provided for in Section 1(c). After the date on which the Company receives such a request for registration under this Section 2request, then the Company shall use reasonable best efforts (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for Registration Statement under the primary issuance Securities Act on the appropriate form therefor covering all of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement Registrable Securities specified by the Initiating Holder within seventy-five (75) days of its receipt after the date of such request; provided, however, that such seventy-five (75) day period shall be extended by the Companynumber of days having elapsed from the time the Company furnishes to the Initiating Holder a reasonably complete draft of the proposed Registration Statement to be filed, and the date on which the Initiating Holder, acting as representative of the holders of Registrable Securities within the Initiating Holder's registration obligations under this Section 2 shall not apply with respect Group to which the proposed Registration Statement relates, notifies the Company that such draft is acceptable to such request Initiating Holder insofar as the draft of the proposed Registration Statement contains information that relates to them and no additional request may the intended method or methods of distribution as furnished by them to the Company and (ii) to cause such Registration Statement to be made under this Section 2 within declared effective as quickly as reasonably possible after the filing referenced in clause (i) above. The Company will keep the Demand Registration current and effective for at least one hundred eighty twenty (180120) days after (such 120-day period to be calculated without regard to any Deferral Period), or a shorter period during which the effective date holders of such registration statement. In addition, demand shall have sold all Registrable Securities covered by the Company may postpone the filing or the effectiveness of any registration statement pursuant to this SectionDemand Registration.

Demand Registrations. (a) At a)At any time after and from time to time, the date hereof, Summa Investor(s) (xthe “Initiating Holder(s)”) a Majority Interest may request in writing that the Company register under the Securities Act all or (y) VS Investors holding a majority any portion of the Registrable Securities held by all VS Investors may notify the Company Initiating Holder(s); provided that they intend no Registration Statement need be filed with the Commission (for the avoidance of doubt, this proviso excludes any Registration Statement confidentially submitted to offer or cause the Commission) prior to be offered for public sale all or the expiration of any portion of their Registrable Securities “lock-up agreement” entered ​ ​ into with an underwriter in connection with the IPO (representing offering proceeds aggregating not less than $10 million) in the manner specified in unless waived by such requestunderwriter). Upon receipt of such written request, which shall specify the intended method of distribution thereof, the Company shall promptly as soon as possible and in any case within three (3) days deliver notice of (any such request written notice, a “Demand Notice” and any such registration, a “Demand Registration”) thereof to all Persons holding Registrable Securities Holders (other than the Initiating Holder(s)), if any, who shall then have thirty three (303) days Business Days to notify the Company in writing of their desire to be included in such registration. If the no request for registration contemplates inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Demand Registration. A Holder who is, or who is controlled by any person who is, an underwritten public offeringemployee of the Company or its Subsidiaries may participate in a Demand Registration pursuant to this Section 2.1(a) within the Restrictive Period, only if and to the extent the aggregate of (i) the Registrable Securities such Holder will include in such Demand Registration and (ii) the Common Shares such Holder has sold, transferred, assigned, distributed or otherwise conveyed prior to such Demand Registration does not exceed the Maximum Amount of Shares (and where the Initiating Holder(s) shall have the full and absolute discretion to determine the extent by which any cutbacks are required and which Holders will be affected), unless otherwise agreed by the Initiating Holder(s). Subject to the provisions of Section 2.5 below, the Company shall state use its reasonable best efforts to file a registration statement for such intended method of distribution, as promptly as practicable, but not later than (x) sixty (60) days after such Demand Notice in the written notice case of a registration with a Long-Form Registration Statement and (y) thirty (30) days after such Demand Notice in the case of a registration with a Short-Form Registration Statement, and in such event the right of any Person to participate in such registration each case shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the such registration statement for all Registrable Securities whose holders request participation in such registration to be declared effective under the Securities Act and as promptly as practicable after the filing thereof (subject to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under proviso of the first sentence of this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section2.1(a)).

Demand Registrations. (a) At On any time six (6) occasions after the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within which is one hundred eighty (180) days after the effective date of the execution of this Agreement, subject to the conditions set forth in this Agreement, one or more Holders holding at least forty percent (40%) of the Registrable Securities then held by all Holders (the "Demand Threshold") may request (the "Initiating Holders") that the Company cause to be filed with the Commission and cause to become effective a registration statement (a "Demand Registration Statement") under the Securities Act relating to the sale by such Holders of their Registrable Securities in accordance with the terms hereof; provided, however, that until the first anniversary of the date hereof, only a Richmont Party can make any such demand; and provided further that any Richmont Party may request the Company to file and cause to become effective a Demand Registration Statement if such request is for the registration statementof all of such Richmont Party's Registrable Securities, notwithstanding the fact that such Richmont Party's Registrable Securities are less than the Demand Threshold. In additionUpon receipt of any 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 Registration Statement such of their Registrable Securities as each Holder may postpone request in such notice of election. Thereupon, the filing or Company shall as soon as practicable thereafter cause such Demand Registration Statement to be filed and declared effective by the effectiveness Commission for all Registrable Securities which the Company has been requested to register. The Company shall in no event be obligated to effect under this Section 2 more than six (6) demand registrations. If the managing underwriter of an underwritten offering with respect to which registration has been requested by any registration statement Holder pursuant to this SectionSection 2 has advised the Company that, in such underwriter's good faith judgment, the number of securities to be sold in such offering by the Company and persons other than the Company (collectively, "Selling Stockholders") is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of securities to be included in such offering to a number deemed satisfactory by the managing underwriter, provided, however, that the securities to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; second, securities held by any Selling Stockholder (not including the Holders) participating in such offering pursuant to the exercise of contractual piggyback registration rights (other than pursuant to the Xxxxxxx Agreement or the Monroe Agreement), as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders); third, securities the Company proposes to sell and other securities of the Company included in such registration and; fourth, securities held by any Holder participating in such registration pursuant to the exercise of the demand registration rights set forth in this Section 2, and any Selling Stockholder participating in such offering pursuant to the exercise of piggyback registration rights under the Xxxxxxx Agreement or the Monroe Agreement, as determined on a pro rata basis (based upon the aggregate number of securities held by such Holders or Selling Stockholders, as the case may be).

Demand Registrations. (a) At any time after the earlier of (i) the 3rd anniversary of the date hereofhereof or (ii) the date of the Company's initial public offering of its Common Stock pursuant to an effective registration under the Securities Act (the "IPO"), (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale sale, and request that the Company register under the Securities Act for public sale, all or any portion of their the Registrable Securities (representing offering proceeds aggregating not less than $10 million) held by the Investors in the manner specified in such requestnotice; provided, however, that in the case of such a request pursuant to clause -------- ------- (ii) above, such registration may not become effective prior to the date which is the earlier of six (6) months after the date of the Company's IPO and the date that any applicable Holdback Period (as defined hereinafter) or other lockup period applicable to such IPO expires. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to have Registrable Securities held by them included in such registration (which response shall specify the number of Registrable Securities proposed to be included in such registration). If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate include Registrable Securities in such registration shall be conditioned upon their such Person's participation in such underwritten public offering and the inclusion of their such Person's Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and will use its commercially reasonable best efforts to cause to become effective, expeditiously effect the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act of all Registrable Securities of each holder who requested inclusion of such holders Registrable Securities in such registration and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to -------- ------- effect registration pursuant to a request under this Section 2 more than two (2) times registrations pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a grouprequests under this Section 2(a). Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty sixty (18060) days after the effective date of such a registration statementstatement filed by the Company covering a firm commitment underwritten public offering. In addition, the The Company may postpone the filing or the effectiveness of any registration statement required to be filed pursuant to this SectionSection 2 for a reasonable time period, provided that such postponements -------- shall not exceed sixty (60) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Company is then in possession of material non-public information the disclosure of which the Board of Directors has determined would have a material adverse effect upon the Company or its then current business plans. A registration will not count as a requested registration under this Section 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating holders; provided, however, that a majority in interest of the -------- ------- participating holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but not yet been declared effective, and a majority in interest of such holders may thereafter request the Company to reinstate such Registration Statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2(a);

Demand Registrations. (a) At If the Company shall receive a written request therefor from the Pohlad Initiating Holders or the Xxxxxxxxxx Initiating Holders, the Company shall prepare and file as soon as practicable a registration statement under the Securities Act covering the shares of Registrable Securities which are the subject of any time after the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority such request and shall use its reasonable best efforts to cause such registration statement to become effective; provided such registration statement covers Registrable Securities representing not less than 25% of the Registrable Securities held by all VS Investors the Xxxxxxxxxx Parties or the Pohlad Parties, as the case may notify be, immediately following the Company that they intend to offer or cause to be offered Primary Merger Effective Time (and including, for public sale all or the Pohlad Parties, any portion of their Registrable Securities issuable in respect of shares of Surviving Corporation Preferred Stock held by any Pohlad Parties at such time) (representing offering proceeds aggregating the “Minimum Share Amount”); and, provided, further, that each of the Pohlad Parties and the Xxxxxxxxxx Parties, respectively, may not less make more than $10 million) one such request in any 12-month period. In addition, upon the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver give written notice to all other Holders that such registration is to be effected. The Company shall include in such registration statement such shares of Registrable Securities for which it has received written requests to register by such other record holders within 30 days after the delivery of the Company’s written notice to such other record holders. The Company shall be obligated to prepare, file and cause to become effective two registration statements pursuant to this Section 2.1 with respect to each of (i) the Pohlad Parties taken as a whole and (ii) the Xxxxxxxxxx Parties taken as a whole. In the event that the Holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section 2.1 determine for any reason not to proceed with a registration at any time before a registration statement has been declared effective by the Commission, and such registration statement, if theretofore filed with the Commission, is withdrawn with respect to the Registrable Securities covered thereby, and the Holders of such request to all Persons holding Registrable Securities who shall then have thirty (30) days agree to notify bear their own expenses incurred in connection therewith and to reimburse the Company in writing for the Registration Fees incurred by it attributable to the registration of such Registrable Securities, then the Holders of such Registrable Securities shall not be deemed to have exercised their desire right to be included in such registrationrequire the Company to register Registrable Securities pursuant to this Section 2.1. If If, at the time any written request for registration contemplates an underwritten is received by the Company pursuant to this Section 2.1, the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such written request shall be deemed to have been given pursuant to Section 2.2 hereof rather than this Section 2.1, and the rights of the Holders of Registrable Securities covered by such written request shall be governed by Section 2.2 hereof. Without the written consent of the Holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section 2.1, neither the Company nor any other holder of securities of the Company may include securities in such registration if in the good faith judgment of the managing underwriter of such public offeringoffering the inclusion of such securities would interfere with the successful marketing of the Registrable Securities or require the exclusion of any portion of the Registrable Securities to be registered. In addition, in the event of a registration effected pursuant to this Section 2.1, and any managing underwriter shall advise the Company and the Holders which have requested registration in writing that, in its opinion, the inclusion in the registration statement of some or all of the securities sought to be registered by such Holders creates a substantial risk that the price per security such Holders will derive from such registration will be materially and adversely affected, or that the number of securities sought to be registered is too large a number to be reasonably sold, then the Company will include in such registration statement securities of each such Holders, pro rata in proportion to the aggregate number of Registrable Securities owned by each such Holder (including any shares then issuable upon conversion of any Surviving Corporation Preferred Stock owned by any such Holder) relative to the aggregate number of all Registrable Securities owned by all Holders requesting registration (including any shares then issuable upon conversion of any Surviving Corporation Preferred Stock owned by any such Holder). Notwithstanding any of the foregoing, if the Company shall furnish to the Holders participating in such registration a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental, based on the Company’s own material financing plans or the need for confidentiality due to a pending material transaction, for the Company to proceed with such registration and it is therefor essential to defer such registration, the Company shall state such in the written notice and in such event have the right to defer action under this Section 2.1 for a period of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and not more than 90 days after receipt of the inclusion request of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky lawInitiating Holders; provided, however, that the Company shall may not be required utilize this right more than once in any 12 month period with respect to effect each of the Pohlad Parties’ and the Xxxxxxxxxx Parties’ registration pursuant to a request requests under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section2.1.

Demand Registrations. (ai) At any time after the date hereof, earlier of (x) a Majority Interest March 31, 2007 or (y) VS Investors holding one (1) year after the consummation by the Company of an initial public offering of its Common Stock pursuant to an effective registration statement under the Securities Act, any Holder or Holders of Registrable Securities shall have the right to elect, by giving written notice thereof to the Company, to require the Company to use its reasonable best efforts to register all or a majority portion of its Registrable Securities under the Securities Act; provided, however, that (i) if the Company is not eligible to register the Registrable Securities held by all VS Investors may notify on Form S-3 under the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such requestAct, the Company shall promptly deliver notice of such request be obligated to all Persons holding register the Registrable Securities who shall then have thirty upon such election only if the Registrable Securities to be registered, in the aggregate, constitute 25% or more of the then-outstanding Registrable Securities; and (30ii) days to notify if the Company in writing of their desire is eligible to be included in such registration. If register the request for registration contemplates an underwritten public offeringRegistrable Securities on Form S-3 under the Securities Act, the Company shall state be obligated to register the Registrable Securities upon such election only if the Registrable Securities to be registered, in the written aggregate, have an anticipated offering price, net of underwriting discounts and commissions, of more than $7,500,000. Promptly following such election, the Company shall (1) give notice and in such event the right to each other Holder of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in of such election, which notice shall set forth the underwritten public offering to identity of the extent provided herein. The Company shall expeditiously prepare and fileelecting Holders, and (2) use its reasonable best efforts to cause to be declared or become effective, the registration statement for all Registrable Securities whose holders request participation in such registration effective under the Securities Act a registration statement providing for the registration of, and to qualify such the sale in accordance with the intended method or methods of distribution thereof by the electing Holders of, the Registrable Securities for sale elected to be included therein by the Holder. The Company shall be required to cause to become effective pursuant to this Section 2(a)(i) no more than two (2) registration statements in the aggregate unless the Company is eligible to register the Registrable Securities on Form S-3 under any state blue sky lawthe Securities Act, in which case the Holders shall have the unlimited right to require registrations on Form S-3; provided, however, that the Company shall not be required obligated to effect any such registration pursuant to a on Form S-3 if the Company has within the twelve (12) month period preceding the date of such request under this Section 2 more than for registration already effected two (2) times pursuant to registrations on Form S-3 (xor applicable successor form) above or one (1) time pursuant to (y) above for at the holders request of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this SectionHolders.

Demand Registrations. Subject to Sections 1(c) and 1(d) below, during the Effective Period, an Initiating Holder may request in writing, with a copy of such request delivered simultaneously to the non-Initiating Holder, that the Company effect an underwritten Public Offering by filing a Registration Statement under the Securities Act (a“Demand Registration”) At any time after covering the date hereof, registration of at least twenty percent (x20%) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities (if applicable, calculated on an as converted basis) held by all VS Investors may notify such Initiating Holder, the Company members of its Group and any other affiliates, which request will specify the intended plan and method of disposition of such shares; provided that they intend to offer or cause to a request for a Demand Registration shall not be offered for public sale all or any portion of their effective if the Registrable Securities (representing offering proceeds aggregating not less than $10 million) in of the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire Initiating Holder and its Affiliates requested to be included in such registration. If Demand Registration do not have an aggregate market value of at least $10 million (if applicable, calculated on an as converted basis) (based upon the average daily closing price of the Common Stock (on its principal trading market), rounded to two decimal places, for the ten (10) trading days immediately preceding the date that the Initiating Holder’s request for registration contemplates is received by the Company). The making of such demand by an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration Initiating Holder shall be conditioned binding upon their participation in such underwritten public offering and the inclusion all of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything within the Initiating Holder’s Group with respect to the contrary contained herein, if number of demand registration rights provided for in Section 1(c). After the date on which the Company receives such a request for registration under this Section 2request, then the Company shall use reasonable best efforts (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for Registration Statement under the primary issuance Securities Act on the appropriate form therefor covering all of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement Registrable Securities specified by the Initiating Holder within seventy-five (75) days of its receipt after the date of such request; provided, however, that such seventy-five (75) day period shall be extended by the Company's registration obligations under this Section 2 shall not apply with respect number of days having elapsed from the time the Company furnishes to the Initiating Holder a reasonably complete draft of the proposed Registration Statement to be filed, and the date on which the Initiating Holder, acting as representative of the holders of Registrable Securities within the Initiating Holder’s Group to which the proposed Registration Statement relates, notifies the Company that such draft is acceptable to such request Initiating Holder insofar as the draft of the proposed Registration Statement contains information that relates to them and no additional request may the intended method or methods of distribution as furnished by them to the Company and (ii) to cause such Registration Statement to be made under this Section 2 within declared effective as quickly as reasonably possible after the filing referenced in clause (i) above. The Company will keep the Demand Registration current and effective for at least one hundred eighty twenty (180120) days after (such 120-day period to be calculated without regard to any Deferral Period), or a shorter period during which the effective date holders of such registration statement. In addition, demand shall have sold all Registrable Securities covered by the Company may postpone the filing or the effectiveness of any registration statement pursuant to this SectionDemand Registration.

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) At other than as permitted in accordance with this Section 7), any time after the date hereof, (x) a Majority Interest Holder may request in writing that all or (y) VS Investors holding a majority part of the Registrable Securities held by all VS Investors may notify them shall be registered under the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities Act (representing offering proceeds aggregating not less a “Demand Registration Request,” and such Registration Statement, a “Demand Registration Statement”). As promptly as practicable and no later than $10 milliontwenty (20) in the manner specified in such request. Upon Business Days after receipt of such requestDemand Registration Request, the Company shall promptly deliver notice of such request to register all Persons holding Registrable Securities who shall then that have thirty (30) days to notify the Company in writing of their desire been requested to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such registered in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided hereinDemand Registration Request. The Company shall expeditiously prepare and file, and will use its commercially reasonable best efforts to cause maintain the effectiveness of the Registration Statement filed pursuant to become effective, this Section 7.3 from once it is declared effective until the registration statement for earlier of the date that (i) all of the Registrable Securities whose holders request participation in have been sold pursuant to such registration under the Securities Act and to qualify Registration Statement or (ii) such Registrable Securities for sale under any state blue sky law; providedcease to be Registrable Securities. If Form S-3 is available to the Company, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant registrations in any twelve (12) month period under this Section 7.3, and if Form S-3 is not available to (x) above or the Company, the Company shall not be required to effect more than one (1) time pursuant to registration in any twelve (y12) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration month period under this Section 27.3. In addition, then notwithstanding the foregoing, the Company shall not have an obligation to file a Demand Registration Statement unless (i) if Form S-3 is available to the Company may advise Company, the requesting Investors, within fifteen (15) days Demand Registration Request relates to Registrable Securities having an expected market value of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offeringat least $30,000,000, and (ii) assuming 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 Company files dollar amount or the number of shares to be underwritten, then the amount of 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 statement within seventy-five (75) days prior to any other shares of its receipt of such request, the Company's registration obligations under this Section 2 , including shares held by persons other than the Investors. The Company shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of register securities for sale for its own account in any registration statement requested pursuant to this SectionSection 7.3 unless permitted to do so by the written consent of the participating Holders.

Demand Registrations. (a) At any time after subsequent to the date hereof, the holder or holders of at least fifty percent (x50%) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by then outstanding, on behalf of all VS Investors holders of Registrable Securities, severally from time to time may notify the Company in writing that they intend such Investor(s) intends to offer or cause for public sale any Registrable Securities (but only if the aggregate number of shares of such Registrable Securities to be offered for public sale all or any portion is more than fifty percent (50%) of their the Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such requestthen outstanding). Upon receipt of such requestwritten notice, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and will use its reasonable best efforts to cause the Registrable Securities as may be requested by the Investors to become effective, be included in a registration statement under the Securities Act. The Company shall not be required to file any registration statement for all Registrable Securities whose holders request participation in securities other than shares of Common Stock, although any conversion of Series A Preferred may be conditioned upon such registration statement becoming effective to the extent that such conversion or exercise relates to Conversion Shares covered by the Investor's written notice of an intended public offering. In the event any registration attempted under this Section 2 pursuant to which the Securities Act Company would be responsible for the Registration Expenses of the Investors is not consummated, then the Company shall pay such expenses and shall remain responsible for such expenses of the Investors with respect to qualify such Registrable Securities for sale two (2) consummated registrations made under any state blue sky lawthis Section 2; provided, however, that the Company shall not be required to effect if a registration pursuant to a request attempted under this Section 2 more than is not consummated solely as a result of the withdrawal of the Investors requesting such registration, unless such Investors reimburse the Registration Expenses incurred by the Company such registration statement shall count against the two (2) times registration statements that the Company is required to a consummate. The Investors covered by the registration statement who desire to do so may sell such Registrable Securities in an offering pursuant to this Section 2 that is underwritten (x) above "Underwritten Offering"). In any such Underwritten Offering, the investment banker or one (1) time pursuant to (y) above for investment bankers and manager or managers that will administer the offering will be selected by the holders of a majority of the Registrable Securities as a group. Notwithstanding anything included in such offering, subject to the contrary contained herein, if approval of the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends not to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionunreasonably withheld.

Demand Registrations. (a) At any time after the date hereofClosing of the Merger, (x) a Majority Interest holder or (y) VS Investors holding holders of an aggregate of at least 20% of the Registrable Shares may request, in writing, that MNAC effect the registration of at least 20% of the Registrable Shares. If the holder or holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise MNAC in their request. In the event such registration is underwritten, the holders of a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause Shares requested to be offered for public sale all or any portion registered shall be entitled to select the managing underwriter of their such offering, subject to MNAC's approval, and the right of other holders of Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified Shares to participate shall be conditioned on such holders' participation in such requestunderwriting. Upon receipt of any such request, the Company MNAC shall promptly deliver give written notice of such request proposed registration to all Persons holding holders of Registrable Securities who Shares. Such holders of Registrable Shares shall then have thirty (30) the right, by giving written notice to MNAC within 30 days after MNAC provides its notice, to notify elect to have included in such registration such of their Registrable Shares as such holders may request in such notice of election, subject to the Company approval of the underwriter managing the offering as provided below. Thereupon, MNAC shall, as expeditiously as possible, use its best efforts to effect the registration of all Registrable Shares which MNAC has been requested to so register. Notwithstanding any other provision of this Section 3.1, if the managing underwriter advises the holders of Registrable Shares initiating the registration in writing that the number of their desire Registrable Shares requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of the offering, then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares owned by each such holder. If the request managing underwriter does not limit the number of Registrable Shares to be underwritten, MNAC or other holders of securities of MNAC who have registration rights similar to those set forth in Section 3.2 hereof may include Common Stock for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate their respective accounts in such registration shall be conditioned upon their participation in if the managing underwriter states that such underwritten public inclusion would not adversely affect the offering of Registrable Shares and if the inclusion number of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation Shares which would otherwise have been included in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall underwriting will not thereby be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above limited or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionreduced.

Demand Registrations. (a) At Subject to Section 7.3, at any time after following the eighteen-month anniversary of the Closing (or with respect to a registration that would become effective following such eighteen-month anniversary, following the seventeen-month anniversary of the Closing or at any time following the occurrence of an event described in Section 6.1(b)), DoCoMo may, on not more than seven (7) separate occasions in the aggregate, and on not more than six (6) separate occasions with respect to any Registrable Securities other than Registrable Securities issued pursuant to Section 4.3 (h) hereof, require (i) prior to the Spin-off, AT&T to file a registration statement under the Securities Act in respect of all or a portion of DoCoMo's Registrable Securities or (ii) following the Spin-off, AT&T Wireless to file a registration statement under the Securities Act in respect of all or a portion of DoCoMo's Registrable Securities; provided, in each case, that such request involves Registrable Securities having an aggregate Market Value on the date of delivery of such request of at least $500 million (provided that, with respect to a registration statement which relates solely to Registrable Securities issued pursuant to Section 4.3(h) hereof, such request shall be for (xi) a Majority Interest that number of Registrable Securities equal to the number of Registrable Securities originally issued to DoCoMo pursuant to Section 4.3(h) hereof or (yii) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion with an aggregate Market Value of their Registrable Securities (representing offering proceeds aggregating not less than $10 million300 million )) in by delivering to the manner specified in Issuer written notice stating that such request. Upon receipt right is being exercised, specifying the number of such request, the Company shall promptly deliver notice shares of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire Current Wireless Tracking Stock or AT&T Wireless Common Stock to be included in such registration. If registration (the request for registration contemplates shares subject to such request, the "Demand Shares") and describing the intended method of distribution thereof, which may include an underwritten public offeringoffering (a "Demand Request"). Upon receiving a Demand Request, the Company Issuer shall state (i) use all reasonable efforts to file as promptly as reasonably practicable a registration statement on such form as it may reasonably deem appropriate (provided that in no event shall the written notice and in Issuer be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) providing for the registration of the sale of such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering Demand Shares pursuant to the extent provided herein. The Company shall expeditiously prepare intended method of distribution (a "Demand Registration") and file(ii) after the filing of an initial version of the registration statement, and use its all reasonable best efforts to cause to become effective, the such registration statement for all Registrable Securities whose holders request participation in such registration to be declared effective under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days promptly as practicable after the effective date of filing of such registration statement. DoCoMo (including any transferee to which DoCoMo shall have transferred registration rights as permitted hereunder) may not exercise more than one Demand Request in any 7 1/2 month period. In additionthe event that a Demand Request is delivered to AT&T prior to the Spin-off, but the Company may postpone Demand Shares are not registered by the filing or time of consummation of the effectiveness Spin-off, such Demand Request shall be deemed withdrawn and shall not count for the purposes of any registration statement pursuant determining the number of Demand Registrations to this Sectionwhich DoCoMo is entitled hereunder.

Demand Registrations. (a) At any time Subject to the remaining provisions of this Agreement, from and after the date hereof, each LLC Investor Designee may deliver a written notice to the Company (xa "Demand Notice") a Majority Interest requesting that the Company register all or (y) VS Investors holding a majority part of the Registrable Securities (as defined in Section 2(b) below) held by any or all VS Investors may notify of the LLC Investor Parties (the "Demanding Shareholders") (any such registration being referred to as a "Demand Registration"). Each Demand Notice shall state (i) the names of the Demanding Shareholders, (ii) the aggregate number of Registrable Shares held by each Demanding Shareholder and (iii) with respect to each Demanding Shareholder, the number of Registrable Shares that such Demanding Shareholder is requesting that the Company that they intend register pursuant to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such requestDemand Notice. Upon receipt of such requesta Demand Notice given pursuant to this Section 2(a), the Company shall promptly shall, as soon as possible, (x) deliver written notice to each of such request the other Shareholders (a "Demand Request Notice") stating that the Company has received a Demand Notice and setting forth the identity of the Demanding Shareholders, (y) use its best efforts to file with the Securities and Exchange Commission (the "Commission") a registration statement in an appropriate form covering all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included specified in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in Demand Notice (such registration shall be conditioned upon their participation and any registration statement referred to in such underwritten public offering Section 3 being referred to herein as a "Registration Statement") and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and (z) use its reasonable best efforts to cause such Registration Statement to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration effective under the Securities Act and to qualify such Registrable Securities for sale under Act. Notwithstanding any state blue sky law; providedother provisions of this Agreement, however, that the Company there shall not be required to effect registration pursuant to a request under this Section 2 more than two four (24) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement Demand Registrations pursuant to this SectionAgreement, and all of the LLC Investor Designees, collectively, shall be entitled to such four (4) Demand Registrations.

Demand Registrations. Upon the request of (a) At any time after the date hereofFPSH, (xb) a Majority Interest Mr. Romo or (yc) VS Investors holding the holders of a majority of the Registrable Securities Warrants and shares xx Xxxxxn Stock, taken together, held by all VS Investors may notify NML and its PS Permitted Transferees at such time (each of the Company that they intend parties referred to offer or cause to be offered for public sale all or any portion of their Registrable Securities in clauses (representing offering proceeds aggregating not less than $10 milliona), (b) and (c), an "Initiating Party," and the party and/or parties described in clause (c), the manner specified in such request. Upon receipt of such request"NML Initiating Party"), the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration register under the Securities Act Registrable Securities held by the Initiating Party (including, at the election of such Initiating Party, in an underwritten offering) and to qualify any other Stockholders participating in such Demand Registration (provided, however, that the aggregate expected market value of all such Registrable Securities for sale under included in such registration is greater than or equal to $50 million, and provided, further, that if shares of Common Stock are not publicly traded, the aggregate expected market value of all Common Stock included in such registration is greater than or equal to $100 million) and bear all expenses in connection with such offering in a manner consistent with Section 3.1.3 and shall enter into such other agreements in furtherance thereof (each such registration pursuant to this Section 3.1.2, a "Demand Registration"), and the Company shall provide customary indemnifications in such instances (in a manner consistent with the indemnification provision of this Article III) to the Initiating Party, other Stockholders included in such registration and any state blue sky lawsuch underwriters, provided, however, that no offering contemplated hereby shall be completed prior to the three-year anniversary of the Effective Date and provided further that NML and its PS Permitted Transferees shall not have the right to initiate a Demand Registration until after the occurrence of an IPO. FPSH shall have the right to initiate up to an aggregate of six Demand Registrations pursuant to this Section 3.1.2; provided, however, that the Company shall not be required obligated to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders Demand Registration within nine months of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionthe

Demand Registrations. (a) At any time after the date hereof(i) Subject to Sections 2.1(b) and 2.3, (x) a Majority Interest or (y) VS Investors holding a majority at any time and from time to time, for so long as the THL Party owns at least 5% of the outstanding Registrable Securities held by all VS Investors may notify of the Company, the THL Party shall have the right to require the Company that they intend to offer file one or cause to be offered for public sale more registration statements under the Securities Act covering all or any portion part of their its and its Affiliates’ Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, by delivering a written request therefor to the Company shall promptly deliver notice specifying the number of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registrationregistration and the intended method of distribution therefor (a “Demand Registration Request”), and (y) from time to time after the closing of an IPO, the Holders of at least 5% of the outstanding Registrable Securities of the Company (other than individuals) shall have the right to require the Company to file one or more registration statements under the Securities Act covering all or any part of its and its Affiliates’ Registrable Securities by delivering a Demand Registration Request. If The registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the request Holder(s) making such demand for registration contemplates an underwritten public offering, being referred to as the “Initiating Holders”). Any Demand Registration Request may request that the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their register Registrable Securities in on an appropriate form, including a shelf registration statement, and, if the underwritten public offering to the extent provided hereinCompany is a WKSI, an automatic shelf registration statement. The Company shall expeditiously prepare and file, and use its reasonable best efforts give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (A) to cause to become effectiveeach of the THL Party, the registration statement for Advent Party, the American Greetings Party and the Significant Management Holders no later than five (5) Business Days after receipt of a Demand Registration Request and (B) to all other Holders of record of Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more no later than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (755) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days Business Days after the effective date filing of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any a registration statement pursuant to this Sectionthe 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).

Demand Registrations. (a) At any time after If, following the date hereof, the 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 (xa "Demand Notice") to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by any Holders and requested by such Demand Notice to be so registered (a Majority Interest or (y) VS Investors holding "Demand Registration"); provided, however, that if a majority Demand Notice is made in respect of a number of Registrable Securities that is less than all of the Registrable Securities held Beneficially Owned by all VS Investors may notify any Holders, then the Company that they intend to offer or cause sale of the Registrable Securities requested to be offered for public sale all registered by the Holders' Representative must be reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (without regard to any underwriting discount or any portion commission). A Demand Notice shall also specify the expected method or methods of their disposition of the applicable Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such requestSecurities. Upon Following receipt of such requesta Demand Notice, the Company shall use its reasonable best efforts to file, as promptly deliver notice as reasonably practicable, but not later than 45 days after receipt by the Company of such request Demand Notice (subject to all Persons holding paragraph (d) of this Section 2.2), a Registration Statement relating to the offer and sale of the Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such registration. If the request for registration contemplates an underwritten public offering, the Company Holders (a "Demand Registration Statement") and shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause such Registration Statement to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration be declared effective under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days promptly as practicable after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionthereof.

Demand Registrations. Commencing with the earlier of six (a6) At months following a Qualified Public Offering (as defined in Section 2.2(f)) or April 16, 2007, if on any time after the date hereof, occasion one or more holders of thirty percent (x30%) a Majority Interest in interest or (y) VS Investors holding a majority more of the Registrable Securities held by all VS Investors may Shares shall notify the Company in writing that it or they intend to offer or cause to be offered for public sale Registrable Shares held by such holders with an aggregate offering price of at least $5,000,000 (net of any underwriting discounts or commissions), the Company will so notify all or any portion holders of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such requestShares, including all holders who have a right to acquire Registrable Shares. Upon written request of any holder of Registrable Shares given within twenty (20) days after the receipt by such holder from the Company of such requestnotification, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration offer) to be registered under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the as expeditiously as possible. The Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times registrations pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then 1.2 (counting for these purposes only (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, registrations that it intends have been declared or ordered effective and pursuant to file a registration statement for the primary issuance of which securities in an underwritten public offeringhave been sold, and (ii) assuming registrations that have been declared or ordered effective and that have been withdrawn by the participating holders and as to which the participating holders are not required to bear the registration expenses pursuant to Section 1.11 below). If the Company files determines to include shares to be sold by it or by other selling stockholders in any registration request pursuant to this Section 1.2, such registration shall be deemed to have been a "piggy back" registration under Section 1.1, and not a "demand" registration under this Section 1.2 if the holders of Registrable Shares are unable to include in any such registration statement within seventy-five all of the Registrable Shares initially requested for inclusion in such registration statement. Any offering of Registrable Shares pursuant to this Section shall have a minimum market value (75) days valued at the public offering price of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after securities as of the effective date of the registration statement for such offering) of at least $5,000,000 of the securities so registered (net of underwriting discounts and commissions). If, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the registration statement. In additionstatement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company may postpone reduce the filing number of shares of Registrable Shares to be included in such underwriting, but only if all other shares are first excluded. Any exclusion of Registrable Shares shall be made pro rata among the holders of Registrable Shares (or their assigns) seeking to include such shares, in proportion to the effectiveness number of any registration statement pursuant to this Sectionsuch shares held by such holders of Registrable Shares (or their assigns).

Demand Registrations. (a) At any time after December 31, 2000, upon the date hereofwritten request of Conning that the Company effect the Registration under the Securities Act (such a written request being hereinafter referred to as a "Demand Registration") of Registrable Securities, (x) the Company will use its reasonable efforts to cause the prompt Registration under the Securities Act, subject to the provisions of this Article II, of all Registrable Securities Conning has requested the Company to register, and in connection therewith, prepare and file on such appropriate form as the Company, in its reasonable discretion, shall determine, a Majority Interest or (y) VS Investors holding a majority Registration Statement under the Securities Act to effect such Registration. Conning may, at any time prior to the Effective Date of the Registrable Securities held Registration Statement relating to such Demand Registration, revoke such request by all VS Investors may notify providing a written notice to the Company revoking such request and agreeing to pay for the Registration Expenses incurred by the Company with respect to such Registration Statement; provided, however, that they intend Conning shall not be obligated to offer pay for the Registration Expenses incurred by the Company with respect to such Registration Statement if Conning elects to use one of the Demand Registrations that it is entitled to request under this Section 2.1. With respect to any Registration Statement filed, or cause to be offered filed, pursuant to this Section 2.1(a), if the Company shall furnish to Conning a certified resolution of the Board of Directors of the Company stating that in their good faith judgment it would (because of the existence of, or in anticipation of, any acquisition, financing (debt or equity), merger, sale of assets, recapitalization or other similar corporate activity, or the unavailability for public sale all reasons beyond the Company's control of any required audited financial statements, or any portion other event or condition of their Registrable Securities similar significance to the Company) be materially disadvantageous (representing offering proceeds aggregating not less than $10 milliona "Disadvantageous Condition") in to the manner specified in Company or its stockholders for such request. Upon receipt of a Registration Statement to be maintained Effective, or to be filed and become Effective, and setting forth the general reasons for such requestjudgment, the Company shall promptly deliver notice be entitled to cause such Registration Statement to be withdrawn and the effectiveness of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offeringRegistration Statement terminated, the Company shall state such or, in the written notice and in such event the right of any Person to participate in such registration no Registration Statement has yet been filed, shall be conditioned upon their participation in entitled not to file any such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and fileRegistration Statement, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in until such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky lawDisadvantageous Condition no longer exists; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or may only declare one (1) Disadvantageous Condition per fiscal year of the Company and any such Disadvantageous Condition may only extend for a period of 60 days. Upon receipt of any such notice of a Disadvantageous Condition, Conning will forthwith discontinue use of the disclosure document contained in such Registration Statement and, if so directed by the Company, Conning will deliver to the Company all copies, other than permanent file copies then in Conning's possession, of the disclosure document then covering such Registrable Securities current at the time pursuant to (y) above for of receipt of such notice, and, in the holders event no Registration Statement has yet been filed, all drafts of the disclosure document covering such Registrable Securities. In the event that the Company shall give any notice of a Disadvantageous Condition, the Company shall at such time as it in good xxxxx xxxxx appropriate file a new Registration Statement covering the Registrable Securities that were covered by such withdrawn Registration Statement, and such Registration Statement shall be maintained Effective for such time as a group. Notwithstanding anything to may be necessary so that the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days period of its receipt effectiveness of such requestnew Registration Statement, that it intends to file a registration statement for when aggregated with the primary issuance of securities in an underwritten public offeringperiod during which such initial Registration Statement was Effective, and (ii) assuming that the Company files shall be such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request time as may be made under this otherwise required by Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section2.1(c).

Demand Registrations. (a) At any time after the earlier of (i) the second anniversary of the date hereof, (x) a Majority Interest hereof or (yii) VS Investors holding a majority the date that is ninety (90) days after the initial public offering of the Registrable Common Stock pursuant to an effective registration under the Securities held by all VS Investors Act, at least a Two-Thirds Interest may notify the Company in writing (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the manner of such disposition) that they intend to offer or cause to be offered for public sale all or any portion of their Common Stock which is Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare will use, subject to the limits contained in this Section 2 and filein Sections 5 and 6, and use its reasonable best efforts to cause to become effective, expeditiously effect the registration statement for of all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than 2(i) after the Company has caused two (2) times such registrations pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and become effective or (ii) assuming that the Company files such registration statement within seventy-five (75) 90 days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after following the effective date of such registration statementany registered offering by the Company to the general public of its securities for its own account. In addition, the The Company may postpone the filing or the effectiveness of any registration statement pursuant to this SectionSection 2 for a reasonable time period, provided that such postponements shall not exceed ninety (90) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness. A registration will not count as a requested registration under this Section 2(a) until the registration statement relating to such registration has been declared effective by the Commission; provided, however, that if a Two Thirds Interest shall request, in writing, that the Company either withdraw a registration statement which has been filed under this Section 2(a) but not yet been declared effective or delay the effectiveness of such a registration statement for up to four (4) months, a Two Thirds Interest may thereafter request the Company to reinstate such Registration Statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein, provided that the Company shall only be required to refile a registration statement once with respect to each such registration statement filed under this Section 2(a).

Demand Registrations. (a) At any time and from time to time commencing on the earlier of (i) the fifth anniversary of the Funding Date, and (ii) the date which is six months after the date hereofInitial Public Offering, (x) a Majority Interest or (y) VS Investors holding a majority upon the written request of the Holders of at least 50% of the Registrable Securities held by all VS Investors may notify (the "Initiating Holders") that the Company effect the Registration under the Securities Act (such a written request being hereinafter referred to as a "Demand Registration") of any of the Registrable Securities, the Company will promptly give written notice to all other Holders of Registrable Securities that they intend to offer or cause to be offered for public sale all or any portion a Demand Registration has been received. For a period of 20 days following delivery of such notice, the other Holders of Registrable Securities may request that the Company also register their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in and after the manner specified in such request. Upon receipt expiration of such request20 day period, the Company shall promptly deliver notice notify all Holders of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify of the Company in writing number of their desire Registrable Securities to be included in such registrationregistered. If the request for registration contemplates an underwritten public offeringThereupon, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and will use its reasonable best efforts to cause the prompt Registration under the Securities Act, subject to become effectivethe provisions of this Section 7, the registration statement for of all Registrable Securities whose holders request participation which the Holders thereof have requested the Company to register, and in connection therewith, prepare and file on such registration appropriate form as the Company, in its reasonable discretion, shall determine, a Registration Statement under the Securities Act and to qualify effect such Registration. With respect to any Registration Statement filed, or to be filed, pursuant to this Section 7.01(a) or Section 7.03 below, if the Company shall furnish to the Holders of Registrable Securities a certified resolution of the Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, recapitalization or other similar corporate activity, or the unavailability for sale under reasons beyond the Company's control of any state blue sky lawrequired audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a Registration Statement to be maintained Effective, or to be filed and become Effective, and setting forth the general reasons for such judgment, the Company shall be entitled to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or, in the event no Registration Statement has yet been filed, shall be entitled not to file any such Registration Statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to all Holders of Registrable Securities); provided, however, provided that the Company shall not be entitled to withdraw or delay the filing of a Registration Statement in connection with a Disadvantageous Condition only once during any twelve month period. Upon receipt of any such notice of a Disadvantageous Condition, such Holders of Registrable Securities will forthwith discontinue use of the disclosure document contained in such Registration Statement and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder's possession, of the disclosure document then covering such Registrable Securities current at the time of receipt of such notice, and, in the event no Registration Statement has yet been filed, all drafts of the disclosure document covering such Registrable Securities. In the event that the Company shall give any notice of a Disadvantageous Condition, the Company shall at such time as it in good faith deems appropriate file a new Registration Statement covering the Regxxxxxxxx Xxcurities that were covered by such withdrawn Registration Statement, and shall use its reasonable best efforts to file such new Registration Statement within 90 days of receipt of the resolution by the Holders of Registrable Securities, and such Registration Statement shall be maintained Effective for such time as may be necessary so that the period of effectiveness of such new Registration Statement, when aggregated with the period during which such initial Registration Statement was Effective, shall be such time as may be otherwise required to effect registration pursuant to by Section 7.01(c). The Holders of a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders majority of the Registrable Securities as a group. Notwithstanding anything requested to be registered may, at any time prior to the contrary contained hereinEffective Date of the Registration Statement relating to such Registration, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of revoke such request, that it intends without liability to file any of the other Holders of Registrable Securities, by providing a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that written notice to the Company files such registration statement within seventy-five (75) days of its receipt of revoking such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section.

Demand Registrations. (a) At any time after the earlier of (i) the 3rd anniversary of the date hereofhereof or (ii) the date of the Company's initial public offering of its Common Stock pursuant to an effective registration under the Securities Act (the "IPO"), (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors Stockholders may notify the Company that they intend to offer or cause to be offered for public sale sale, and request that the Company register under the Securities Act for public sale, all or any portion of their the Registrable Securities (representing offering proceeds aggregating not less than $10 million) held by the Stockholders in the manner specified in such requestnotice; provided, however, that in the case of such a request pursuant to clause (ii) above, such registration may not become effective prior to the date which is the earlier of six (6) months after the date of the Company's IPO and the date that any applicable Holdback Period (as defined hereinafter) or other lockup period applicable to such IPO expires. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to have Registrable Securities held by them included in such registration (which response shall specify the number of Registrable Securities proposed to be included in such registration). If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate include Registrable Securities in such registration shall be conditioned upon their such Person's participation in such underwritten public offering and the inclusion of their such Person's Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and will use its commercially reasonable best efforts to cause to become effective, expeditiously effect the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act of all Registrable Securities of each holder who requested inclusion of such holders Registrable Securities in such registration and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times registrations pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a grouprequests under this Section 2(a). Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty sixty (18060) days after the effective date of such a registration statementstatement filed by the Company covering a firm commitment underwritten public offering. In addition, the The Company may postpone the filing or the effectiveness of any registration statement required to be filed pursuant to this SectionSection 2 for a reasonable time period, provided that such postponements shall not exceed sixty (60) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Company is then in possession of material non-public information the disclosure of which the Board of Directors has determined would have a material adverse effect upon the Company or its then current business plans. A registration will not count as a requested registration under this Section 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating holders; provided, however, that a majority in interest of the participating holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but not yet been declared effective, and a majority in interest of such holders may thereafter request the Company to reinstate such Registration Statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2(a);

Demand Registrations. (a) At any time after the date hereofsix-month anniversary of the consummation of the Stock Purchase pursuant to the SPA, 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 the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by any 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 sale of the Registrable Securities requested to be registered by the Holders’ Representative (x) a Majority Interest relates to at securities representing at least 5% of the then-outstanding shares of Common Stock or (y) VS Investors holding is reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (without regard to any underwriting discount or commission). A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a majority Demand Notice, the Company shall use its reasonable best efforts to file, as promptly as reasonably practicable, but not later than 30 days (or, if the Company is not then eligible to use Form S-3, 90 days) after receipt by the Company of such Demand Notice (subject to paragraph (e) of this Section 4.1), a Registration Statement relating to the offer and sale of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering Holders (to the extent provided herein. The Company not prohibited by applicable Law) and shall expeditiously prepare and file, and use its reasonable best efforts to cause such Registration Statement to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration be declared effective under the Securities Act and to qualify as promptly as practicable after the filing thereof; provided that if such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant Demand Notice relates to a request under Shelf Demand, the provisions of paragraph (b) of this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 4.1 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionapply.

Demand Registrations. (a) At Warburg may at any 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, (x) require the Company to file a Majority Interest registration statement under the Securities Act in respect of all or (y) VS Investors holding a majority portion of the Investor Shares then Beneficially Owned by Warburg or by any 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 its Affiliates is the general partner (all such Investor Shares, the "Warburg Registrable Securities held Shares") (provided that such request covers Warburg Registrable Shares with a Market Value on the date of the Demand Request of at least $25 million), by all VS Investors may notify delivering to the Company a written notice stating that they intend to offer or cause to be offered for public sale all or any portion such right is being exercised, specifying the number of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire Common Shares to be included in such registrationregistration (the shares subject to such request, the "Warburg Demand Shares") and describing the intended method of distribution thereof (a "Warburg Demand Request"). If the request for registration contemplates an underwritten public offeringUpon receiving a Warburg Demand Request, the Company shall state such in the (1) provide written notice of the Warburg Demand Request, pursuant to Section 4.3 hereof, to H&F and in each other Investor, (2) use reasonable efforts to file as promptly as reasonably practicable a registration statement on such event form as the right Company may reasonably deem appropriate providing for the registration of the sale of such Warburg Demand Shares and any Person other Investor Shares to participate in such registration shall be conditioned upon their participation in such underwritten public offering included pursuant to Sections 4.3 and the inclusion of their Registrable Securities in the underwritten public offering 4.4 hereof pursuant to the extent provided herein. The Company shall expeditiously prepare intended method of distribution and file(3) after the filing of an initial version of the registration statement, and use its reasonable best efforts to cause to become effective, the such registration statement for all Registrable Securities whose holders request participation in such registration to be declared effective under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days promptly as practicable after the effective date of filing of such registration statement. In additionAny Demand Registration filed pursuant to the request of Warburg may, subject to the provisions of Section 4.4 below, include other Common Shares that the Company may postpone the filing or the effectiveness of any is required to include in such registration statement pursuant to this Sectionby virtue of existing agreements between the holders of such Common Shares and the Company (the "Existing Registration Rights").

Demand Registrations. (a) At Warburg may at any 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, (x) require the Company to file a Majority Interest registration statement under the Securities Act in respect of all or (y) VS Investors holding a majority portion of the Investor Shares then Beneficially Owned by Warburg or by any 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 its Affiliates is the general partner (all such Investor Shares, the "WARBURG REGISTRABLE SHARES") (PROVIDED that such request covers Warburg Registrable Securities held Shares with a Market Value on the date of the Demand Request of at least $25 million), by all VS Investors may notify delivering to the Company a written notice stating that they intend to offer or cause to be offered for public sale all or any portion such right is being exercised, specifying the number of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire Common Shares to be included in such registrationregistration (the shares subject to such request, the "WARBURG DEMAND SHARES") and describing the in- tended method of distribution thereof (a "WARBURG DEMAND REQUEST"). If the request for registration contemplates an underwritten public offeringUpon receiving a Warburg Demand Request, the Company shall state such in the (1) provide written notice of the Warburg Demand Request, pursuant to Section 4.3 hereof, to H&F and in each other Investor, (2) use reasonable efforts to file as promptly as reasonably practicable a registration statement on such event form as the right Company may reasonably deem appropriate providing for the registration of the sale of such Warburg Demand Shares and any Person other Investor Shares to participate in such registration shall be conditioned upon their participation in such underwritten public offering included pursuant to Sections 4.3 and the inclusion of their Registrable Securities in the underwritten public offering 4.4 hereof pursuant to the extent provided herein. The Company shall expeditiously prepare intended method of distribution and file(3) after the filing of an initial version of the registration statement, and use its reasonable best efforts to cause to become effective, the such registration statement for all Registrable Securities whose holders request participation in such registration to be declared effective under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days promptly as practicable after the effective date of filing of such registration statement. In additionAny Demand Registration filed pursuant to the request of Warburg may, subject to the provisions of Section 4.4 below, include other Common Shares that the Company may postpone the filing or the effectiveness of any is required to include in such registration statement pursuant to this Sectionby virtue of existing agreements between the holders of such Common Shares and the Company (the "EXISTING REGISTRATION RIGHTS").

Demand Registrations. (a) At If at any time following the date which is six months after the date hereofCompany's initial public offering, (x) a Majority Interest one or (y) VS Investors holding a majority more of the holders 4 of an aggregate of not less than 20% of the Registrable Securities held by all VS Investors may then outstanding shall notify the Company in writing that it or they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities, the Company will notify all of the holders of Registrable Securities (representing offering proceeds aggregating not less than $10 million) in who would be entitled to notice of a proposed registration under the manner specified in such requestterms of this Agreement. Upon the written request of any such holder after receipt from the Company of such requestnotification, the Company shall promptly deliver notice of such request either: (A) elect to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public make a primary offering, in which case the Company rights of Holders shall state such be as set forth with respect to a primary offering in the written notice Section 2(a) and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering deemed to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such be a registration under the Securities Act Section 2(a) and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that not a registration hereunder (in which event the Company shall not be required to effect cause a registration statement requested pursuant to a request under this Section 2 more than two (22(b) times pursuant to (x) above or one (1) time pursuant become effective prior to (y) above for 90 days following the holders effective date of the registration statement initiated by the Company under Section 2(a)); or (B) file as soon as practicable, and in any event within 60 days of the receipt of such written request, a registration statement, and use its best efforts to cause to become effective the registration of such Registrable Securities as a groupmay be requested by any holders (including the holder or holders giving the initial notice of intent to register hereunder) to be registered under the Securities Act in accordance with the terms of this Section 2(b). Notwithstanding anything Anything herein to the contrary contained hereinnotwithstanding, the Company shall be obligated to comply with this Section 2(b) on two occasions only. Notwithstanding the foregoing, if the Company receives shall furnish to holders requesting a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this SectionSection 2(b) a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the request of the holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period.

Demand Registrations. (a) At Subject to Section 7.3, at any time after following the eighteen-month anniversary of the Closing (or with respect to a registration that would become effective following such eighteen-month anniversary, following the seventeen-month anniversary of the Closing or at any time following the occurrence of an event described in Section 6.1(b)), DoCoMo may, on not more than six (6) separate occasions in the aggregate, require (i) prior to the Spin-off, AT&T to file a registration statement under the Securities Act in respect of all or a portion of DoCoMo's Registrable Securities or (ii) following the Spin-off, AT&T Wireless to file a registration statement under the Securities Act in respect of all or a portion of DoCoMo's Registrable Securities; PROVIDED, in each case, that such request involves Registrable Securities having an aggregate Market Value on the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice delivery of such request of at least $500 million, by delivering to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing Issuer written notice stating that such right is being exercised, specifying the number of their desire shares of Current Wireless Tracking Stock or AT&T Wireless Common Stock to be included in such registration. If registration (the request for registration contemplates shares subject to such request, the "DEMAND SHARES") and describing the intended method of distribution thereof, which may include an underwritten public offeringoffering (a "DEMAND REQUEST"). Upon receiving a Demand Request, the Company Issuer shall state (i) use all reasonable efforts to file as promptly as reasonably practicable a registration statement on such form as it may reasonably deem appropriate (PROVIDED that in no event shall the written notice and in Issuer be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) providing for the registration of the sale of such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering Demand Shares pursuant to the extent provided herein. The Company shall expeditiously prepare intended method of distribution (a "DEMAND REGISTRATION") and file(ii) after the filing of an initial version of the registration statement, and use its all reasonable best efforts to cause to become effective, the such registration statement for all Registrable Securities whose holders request participation in such registration to be declared effective under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days promptly as practicable after the effective date of filing of such registration statement. DoCoMo (including any transferee to which DoCoMo shall have transferred registration rights as permitted hereunder) may not exercise more than one Demand Request in any 7 1/2 month period. In additionthe event that a Demand Request is delivered to AT&T prior to the Spin-off, but the Company may postpone Demand Shares are not registered by the filing or time of consummation of the effectiveness Spin-off, such Demand Request shall be deemed withdrawn and shall not count for the purposes of any registration statement pursuant determining the number of Demand Registrations to this Sectionwhich DoCoMo is entitled hereunder.

Demand Registrations. (a) At Subject to Section 2.1(b) below, at any time and from time to time on or after the earlier of (i) the second anniversary of the effective date hereof, (x) a Majority Interest of the Merger or (yii) VS Investors holding any sale by the Company of any shares of Stock for its own account under the Securities Act pursuant to an effective registration statement on Form S-1 (or an equivalent general registration form then in effect), any Holder or Holders owning, individually or in the aggregate, at least the Requisite Share Number shall have the right to require the Company to file a majority registration statement under the Securities Act covering all or part of the such Holder or Holders’ Registrable Securities held by all VS Investors may notify delivering a written request therefor to the Company that they intend to offer or cause to be offered for public sale all or any portion specifying the number of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion intended method of their Registrable Securities in distribution thereof (the underwritten public offering to the extent provided herein“Demand Registration Request”). The Company shall give prompt written notice (the “Notice of Demand Request”) of such Demand Registration Request to all Holders who hold of record any Registrable Securities and, thereupon, the Company shall, subject to Sections 2.3 and 2.6, as expeditiously prepare and fileas possible, and use its reasonable best efforts to cause to become effective, effect the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such of (i) the Registrable Securities which the Company has been so requested to register in the Demand Registration Request, for disposition in accordance with the intended method of disposition stated in the Demand Registration Request and (ii) all other Registrable Securities the Holders’ of which shall have made a written request to the Company for registration thereof (A) within 30 days after the giving of the Notice of Demand Request in the case of the first request pursuant to this Section 2.1(a) and (B) within 15 days after the giving of the Notice of Demand Request in the case of any subsequent request pursuant to this Section 2.1(a), all to the extent necessary to permit the sale under any state blue sky lawor other disposition by the Holders (in accordance with the intended method of distribution) of Registrable Securities to be so registered; provided, however, that no Holder who is a Management Investor shall be entitled to request the Company shall not be required to effect registration of any of his Registrable Securities pursuant to a request under this Section 2 more than two (22.1(a) times pursuant to (x) above until on or one (1) time pursuant to (y) above for after the holders second anniversary of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this SectionMerger.

Demand Registrations. (a) At Warburg may at any 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, (x) require the Company to file a Majority Interest registration statement under the Securities Act in respect of all or (y) VS Investors holding a majority portion of the Investor Shares then Beneficially Owned by Warburg or by any 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 its Affiliates is the general partner (all such Investor Shares, the “Warburg Registrable Securities held Shares”) (provided that such request covers Warburg Registrable Shares with a Market Value on the date of the Demand Request of at least $25 million), by all VS Investors may notify delivering to the Company a written notice stating that they intend to offer or cause to be offered for public sale all or any portion such right is being exercised, specifying the number of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire Common Shares to be included in such registrationregistration (the shares subject to such request, the “Warburg Demand Shares”) and describing the intended method of distribution thereof (a “Warburg Demand Request”). If the request for registration contemplates an underwritten public offeringUpon receiving a Warburg Demand Request, the Company shall state such in the (1) provide written notice of the Warburg Demand Request, pursuant to Section 4.3 hereof, to H&F and in each other Investor, (2) use reasonable efforts to file as promptly as reasonably practicable a registration statement on such event form as the right Company may reasonably deem appropriate providing for the registration of the sale of such Warburg Demand Shares and any Person other Investor Shares to participate in such registration shall be conditioned upon their participation in such underwritten public offering included pursuant to Sections 4.3 and the inclusion of their Registrable Securities in the underwritten public offering 4.4 hereof pursuant to the extent provided herein. The Company shall expeditiously prepare intended method of distribution and file(3) after the filing of an initial version of the registration statement, and use its reasonable best efforts to cause to become effective, the such registration statement for all Registrable Securities whose holders request participation in such registration to be declared effective under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days promptly as practicable after the effective date of filing of such registration statement. In additionAny Demand Registration filed pursuant to the request of Warburg may, subject to the provisions of Section 4.4 below, include other Common Shares that the Company may postpone the filing or the effectiveness of any is required to include in such registration statement pursuant to this Sectionby virtue of existing agreements between the holders of such Common Shares and the Company (the “Existing Registration Rights”).

Demand Registrations. (a) At any time after following the date hereof, (x) a Majority Interest upon which the Shareholder has converted or (y) VS Investors holding a majority given the Company notice of its election to convert any or all of the Registrable Securities held by all VS Investors may notify Preferred Stock into shares and prior to the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, date on which the Company shall have obtained a written opinion of legal counsel reasonably satisfactory to the Shareholder and addressed to the Company and the Shareholder to the effect that the Shares may be publicly offered for sale in the United States by the Shareholder without restriction as to manner of sale and amount of securities sold and without registration under the Securities Act (such period, the "Demand Period"), the Shareholder shall have the unlimited right to require the Company to file a registration under the Securities Act in respect of all or a portion of the Shares by delivering to the Company written notice stating that such right is being exercised, specifying the number of Shares to be included in such registration and describing the intended method of distribution thereof (a "Demand Request"). As promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have as practicable, but in no event later than thirty (30) days to notify after the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offeringreceives a Demand Request, the Company shall state such in file with the written notice SEC and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and thereafter use its reasonable best efforts to cause to become effective, the be declared effective promptly a registration statement for all Registrable Securities whose holders request participation in such (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested by Shareholder and if the Company is then eligible to qualify use such Registrable Securities a registration) (a "Demand Registration") providing for sale under the registration of such number of Shares as the Shareholder shall have demanded be registered for distribution in accordance with such intended method of distribution. The Company shall have the right and option to designate any state blue sky law; providedone of the Demand Registrations be filed as a shelf registration or other successor procedure as prescribed by the SEC, howeveras above provided as a shelf registration statement, that for which the Company agrees to pay certain costs therefor pursuant to Section 3.5 below (the "Free Shelf Registration"). After completion of any Demand Registration designated as a shelf registration by the Company, any subsequent Demand Registrations shall not be shelf registrations unless the Company otherwise agrees. Notwithstanding the foregoing, the Company shall not be required obligated to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement Demand Registration requested pursuant to this SectionSection 3.1 if the number of Shares then held by the Shareholder shall be less than 1% of the then outstanding Common Stock.

Demand Registrations. (a) At any time Beginning on the date which is 270 days after the date of this Agreement, upon the receipt of a written request from the holders of a majority of the Investor Registrable Securities ("Initiating Investors") that the Corporation file a Registration Statement under the Act covering the registration for the offer and sale of all or part of such Initiating Investors' Registrable Securities (an "Investor Demand Registration"), as soon as practicable, the Corporation shall give written notice to all other Holders of such Investor Demand Registration and shall cause all Registrable Securities that the Initiating Investors have requested be registered to be registered under the Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. A maximum of two such Investor Demand Registrations may be effected pursuant to this Section 2(a), and a registration requested pursuant to this Section 2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective, remained continuously effective without interruption in accordance with the provisions of Section 5(a) hereof, and the Registered Securities shall have been disposed of in accordance with the plan of distribution set forth therein. The Initiating Investors may terminate an Investor Demand Registration prior to the filing of a Registration Statement relating thereto, or require the Corporation to withdraw promptly any Registration Statement which has been filed pursuant to this Section 2 but which has not become effective under the Act, and such registration shall not be deemed to be an Investor Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in Section 8 below or (ii) such withdrawal is accompanied by notice from the Initiating Investors that, in the good faith exercise of its reasonable judgment, there has occurred either (x) a Majority Interest material adverse change in the business, results of operations, financial condition or prospects of the Corporation, (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) material adverse change in the manner specified United States financial markets which makes it inadvisable to proceed with the registration, or (z) a misstatement or omission in such request. Upon receipt of such request, any preliminary prospectus which makes it inadvisable to proceed with the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section.

Demand Registrations. (a) At On any time six (6) occasions after the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within which is one hundred eighty (180) days after the effective date of the execution of this Agreement, subject to the conditions set forth in this Agreement, one or more Holders holding at least forty percent (40%) of the Registrable Securities then held by all Holders (the "Demand Threshold") may request (the "Initiating Holders") that the Company cause to be filed with the Commission and cause to become effective a registration statement (a "Demand Registration Statement") under the Securities Act relating to the sale by such Holders of their Registrable Securities in accordance with the terms hereof; provided, however, that until the first anniversary of the date hereof, only a Richmont Party can make any such demand; and provided further that any Richmont Party may request the Company to file and cause to become effective a Demand Registration Statement if such request is for the registration statementof all of such Richmont Party's Registrable Securities, notwithstanding the fact that such Richmont Party's Registrable Securities are less than the Demand Threshold. In additionUpon receipt of any 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 Registration Statement such of their Registrable Securities as each Holder may postpone request in such notice of election. Thereupon, the filing or Company shall as soon as practicable thereafter cause such Demand Registration Statement to be filed and declared effective by the effectiveness Commission for all Registrable Securities which the Company has been requested to register. The Company shall in no event be obligated to effect under this Section 2 more than six (6) demand registrations. If the managing underwriter of an underwritten offering with respect to which registration has been requested by any registration statement Holder pursuant to this SectionSection 2 has advised the Company that, in such underwriter's good faith judgment, the number of securities to be sold in such offering by the Company and persons other than the Company (collectively, "Selling Stockholders") is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of securities to be included in such offering to a number deemed satisfactory by the managing under writer, provided, however, that the securities to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; second, securities held by any Selling Stockholder (not including the Holders) participating in such offering pursuant to the exercise of contractual piggyback registration rights (other than pursuant to the Merkxxx Xxxeement or the Monroe Agreement), as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders); third, securities the Company proposes to sell and other securities of the Company included in such registration and; fourth, securities held by any Holder participating in such registration pursuant to the exercise of the demand registration rights set forth in this Section 2, and any Selling Stockholder participating in such offering pursuant to the exercise of piggyback registration rights under the Merkxxx Xxxeement or the Monroe Agreement, as determined on a pro rata basis (based upon the aggregate number of securities held by such Holders or Selling Stockholders, as the case may be).

Demand Registrations. (a) At any time (i) in the case of the holders of CRP Registrable Securities, that the Company is or becomes subject to Section 13 or Section 15(d) of the Exchange Act, and (ii) in the case of the holders of ABRY Registrable Securities, on or after the date hereof, earlier of (x) a Majority Interest or two years from the date hereof and (y) VS Investors holding a majority the date upon which the price for the Common Stock has reached $[ ](1), per share, each of the Registrable Majority CRP Holders and the Majority ABRY Holders, as applicable, may cause the Company, by delivery of written notice to the Company, to register under the Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale Act all or any portion of their the CRP Registrable Securities (representing offering proceeds aggregating not less than $10 million) or ABRY Registrable Securities, as the case may be, in the manner specified in such request. Upon notice and upon receipt of such request, notice the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities Securities, including each Person party to this Agreement who has the right to acquire Registrable Securities, who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and will use its reasonable best efforts to cause to become effective, expeditiously effect the registration statement for of all Registrable Securities whose holders request participation requested to be included in such registration under the Securities Act and Act, but only to qualify such Registrable Securities the extent provided for sale under any state blue sky lawin the following provisions of this Agreement; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 2.1(a): (i) more than (A) two (2) times for the holders of the CRP Registrable Securities as a group and (B) more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the ABRY Registrable Securities as a group; (ii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (iii) if the holders of Registrable Securities initially requesting such registration propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.8 below; and provided further, that a registration pursuant to a request under this Section 2.1(a) shall be not be counted toward the maximum number of two (2) registrations for the holders of CRP Registrable Securities or the holders of the ABRY Registrable Securities, in the event the Company fails to effectively register all of the Registrable Securities as to which registration has been requested. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 2.1(a) within one hundred eighty (180) 180 days after the effective date of such a registration statement. In addition, statement filed by the Company may postpone covering a firm commitment underwritten public offering in which the filing or the effectiveness of any registration statement Investors shall have been entitled to join pursuant to this SectionSection 2.2 or Section 2.8 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested.

Demand Registrations. (a) At any Any time after following the Effective Time and prior to the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, on which the Company shall promptly deliver notice have obtained a written opinion of legal counsel reasonably satisfactory to each Demand Holder and addressed to the Company and such Demand Holder to the effect that the Shares may be publicly offered for sale in the United States by such Demand Holder or any Subsidiary Holder thereof without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (such period, the "DEMAND PERIOD"), such Demand Holder shall have the right on a number of occasions equal to the Demand Number for such Demand Holder to require the Company to file a registration statement under the Securities Act in respect of all or a portion of the Shares then held by such Demand Holder and any Subsidiary Holder thereof (so long as such request covers at least 1% of the shares of Common Stock then outstanding), by delivering to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing written notice stating that such right is being exercised, specifying the number of their desire the Shares to be included in such registrationregistration and describing the intended method of distribution thereof (a "DEMAND REQUEST"). If In the request for case of any Demand Holder other than AAH, (i) such Demand Holder may not make a Demand Request during the Lock-Up Period, (ii) such Demand Holder may only make one Demand Request during each successive one- year period following the termination of the Lock-Up Period and (iii) the first Demand Request made by such Demand Holder shall be limited with respect to each applicable Exercising Demand Holder to a number of Shares that is less than or equal to 50% of the number of Shares owned at such time by such Exercising Demand Holder and any Subsidiary Holder thereof; PROVIDED that such Exercising Demand Holders may not in aggregate register pursuant to such Demand Request more than 20% of the aggregate number of Shares owned at such time by the Specified Shareholders and any Subsidiary Holders thereof (the "SHARE LIMIT"); PROVIDED, FURTHER, that if the aggregate number of Shares that such Exercising Demand Holders have included in their Demand Request exceeds the Share Limit, the Shares of each Exercising Demand Holder requesting the registration contemplates an underwritten public offeringof more than 20% of the aggregate number of Shares owned at such time by such Exercising Demand Holder and any Subsidiary Holder thereof (with respect to each Exercising Demand Holder, its "20% LIMIT") shall be excluded from the Demand Requests, to the extent necessary to comply with the Share Limit, on a pro rata basis according to the total number of Shares requested to be registered by all such Exercising Demand Holders until the Demand Request of each such Exercising Demand Holder has been reduced to (and not below) its 20% Limit. As promptly as practicable, but in no event later than forty-five (45) days after the Company receives a Demand Request, the Company shall state such in file with the written notice SEC and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and thereafter use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file declared effective promptly a registration statement (a "DEMAND REGISTRATION") providing for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 number of Shares as such Exercising Demand Holder(s) shall not apply have demanded be registered for distribution in accordance with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date intended method of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectiondistribution.

Demand Registrations. (a) At a)(i)Subject to Sections 2.1(b), 2.1(g), 2.3 and 2.7, at any time and from time to time, but in all circumstances no earlier than the date which is three years after the date hereofclosing of an IPO, (x) a Majority Interest or (y) VS Investors holding a majority each of the Registrable Securities held by all VS Major Investors may notify shall have the right to require the Company that they intend to offer or cause file up to be offered for public sale two (2) registration statements under the Securities Act covering all or any portion part of their and their respective Affiliates’ Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, by delivering a written request therefor to the Company shall promptly deliver notice specifying the number of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registrationregistration and the intended method of sale or distribution thereof. Any such request by a Major Investor pursuant to this Section 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Major Investor(s) making such demand for registration being referred to as the “Initiating Holders”). If the request for registration contemplates an underwritten public offeringa single Demand Registration Request is delivered by more than one Initiating Holder, the registration requested by such Demand Registration Request shall constitute only one Demand Registration. Any Demand Registration Request may request that the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their register Registrable Securities on an appropriate form, including a shelf registration statement pursuant to Rule 415 under the Securities Act on Form S-3 (if the Company is eligible to file a shelf registration statement on Form S-3) or Form S-1 (any such shelf registration statement on Form S-3 or Form S-1, a “Shelf Registration Statement”), and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the underwritten public offering to Securities Act, a “WKSI”), an automatic shelf registration statement (as defined in Rule 405 under the extent provided hereinSecurities Act, an “automatic shelf registration statement”). The Company shall expeditiously prepare and filegive written notice (the “Demand Exercise Notice”) of such Demand Registration Request to each of the Holders of record of Registrable Securities, and use its reasonable best efforts at least five (5) Business Days prior to cause to become effective, the filing of any registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a groupAct. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In additionforegoing, the Company may postpone delay any Demand Exercise Notice, including until after filing a registration statement, so long as all recipients of such notice have the filing or the effectiveness same amount of any registration statement pursuant time to this Sectiondetermine whether to participate in an offering as they would have had if such notice had not been so delayed.

Demand Registrations. (a) At any time after the date hereofexpiration of the periods set forth in the lock-up agreements executed in connection with the Underwriting Agreement (or earlier waiver of, or release from such periods), either the Welsh Majority or the Vestar Majority (xthe "Requesting Party") a Majority Interest may request the Company effect the registration under the Securities Act of all or (y) VS Investors holding a majority any portion of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all such Requesting Party on Form S-1 or any portion of their Registrable Securities similar long-form registration (representing offering proceeds aggregating not less than $10 million) "Long-Form Registrations"), or, if available, on Form S-3 or any similar short-form registration ("Short-Form Registrations"), for sale in the manner specified in such request. Upon receipt of such request, notice; provided that the Company shall promptly deliver notice have no obligation to effect a registration pursuant to this Section 4(a) unless the amount of such request to all Persons holding the Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire requested to be included in such registrationoffering would result in initial aggregate proceeds (determined at the time of the initial filing of the registration statement relating thereto) in excess of (i) in the case of a Long-Form Registration statement, $25 million and (ii) in the case of a Short-Form Registration, $10 million (each of clause (i) and (ii) above, a "Threshold Amount"); provided further, that the Requesting Party may make a demand registration pursuant to this Section 4(a) if such demand registration is for the remaining Registrable Securities of such Requesting Party, even if such offering would result in initial aggregate proceeds (determined at the time of the initial filing of the registration statement relating thereto) of less than the applicable Threshold Amount. If Each of the Welsh Majority and the Vestar Majority shall be entitled to request an unlimited number of Short-Form Registrations (to the extent the Company is permitted to use Short-Form Registrations) and the Welsh Majority shall be entitled to request up to two (2) Long-Form Registrations and the Vestar Majority shall be entitled to request one (1) Long-Form Registration pursuant to this Section 4(a); provided that the Company's obligation with respect to any such Long-Form Registration shall be deemed satisfied only when a registration statement covering the Registrable Securities specified in the notice received from the Requesting Party for registration contemplates an sale in accordance with the method of disposition specified by the Requesting Party shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, at least 75% such Registrable Securities of the Company shall state such in the written notice and Requesting Party specified in such event notice shall have been sold pursuant thereto, unless the right of any Person to participate in such reason the registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause statement fails to become effective, or the effectiveness is not maintained, is due to the fault of the Requesting Party; provided further that in the case that the registration statement for fails to become effective, or the effectiveness is not maintained, due to the fault of the Requesting Party, and such Requesting Party agrees to pay all Registrable Securities whose holders request participation expenses incurred by it or the Company in connection with such withdrawn registration, such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required count against the number of Long-Form Registrations to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for which the holders of the Registrable Securities as a groupRequesting Party is entitled. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 4(a) (A) with respect to a Long-Form Registration, within one hundred eighty (180) 180 days after the effective date of such registration statement. In addition, a Long-Form Registration filed by the Company or (B) with respect to a Short-Form Registration, within 90 days after the effective date of a Short-Form Registration filed by the Company, provided that in either case a request may postpone be made before the filing end of such 90 or 180 day period, as applicable, in connection with a firm commitment underwritten public offering in which the effectiveness of any registration statement Investors shall have been entitled to join pursuant to this SectionSection 4 or Section 5 hereof and in which there shall have been effectively registered not less than 75% of the Registrable Securities as to which registration shall have been so requested by the Investors.

Demand Registrations. (a) At any time after that the date hereofCompany is not legally eligible to file a Shelf Registration Statement, the Holders constituting (xi) either or both of a Majority Interest majority in interest of the Registrable Securities then held by the Initial Advent Holders and a majority in interest of the Registrable Securities then held by the Initial Xxxxxx Holders or (yii) VS Investors holding the holders of not less than a majority of the Registrable Securities then held by all VS Investors may notify Holders shall have the right to request the Company that they intend to offer or cause to be offered for public sale register all or any portion part of their the Registrable Securities under the Securities Act (representing offering proceeds aggregating each such right, a “Demand Right”); provided, that each registration made pursuant to a Demand Right must include Registrable Securities in an amount not less than $10 million) in the manner specified in such requestMinimum Demand Amount. Upon receipt of such requestSubject to Section 2.1(d), if the Company shall receive a Request specifying a registration pursuant to a Demand Right, the Company shall promptly deliver notice file with the SEC, as expeditiously as reasonably possible after the initiation of such request a Demand Right, a Registration Statement relating to all Persons holding the offer and sale of the Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire requested to be included in therein by the Holders thereof (each such registration. If , but not including a Shelf Registration, a “Demand Registration”) in accordance with the request for registration contemplates an underwritten public offering, methods of distribution elected by such Holders and shall use its best efforts to cause such Registration Statement to be declared effective under the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided hereinAct as expeditiously as reasonably possible thereafter. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause keep the Registration Statement relating to become effectivesuch Demand Registration continuously effective in order to permit the Prospectus forming a part thereof to be usable by the Holders, the registration statement for all Registrable Securities whose holders request participation underwriters and any brokers or dealers during the period set forth in such registration under Section 2.1(g). Notwithstanding the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; providedforegoing provisions, however, that the Company shall not be required obligated to effect registration pursuant effect, or to a request under this Section 2 more than two (2) times pursuant take any action to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained hereineffect, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of any such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement Demand Registration pursuant to this SectionSection 2.1(a) after the Company has initiated two such registrations subsequent to the date hereof pursuant to this Section 2.1(a) (counting for these purposes only registrations which have been declared effective and registrations which have been withdrawn by the Holders as to which the Holders have not borne the registration expenses pursuant to Section 2.6). A registration shall not be counted as “effected” for purposes of this Section 2.1 until such time as the applicable registration statement has been declared effective by the SEC.

Demand Registrations. (a) At any time after subsequent to the earliest of (i) the third anniversary of the Closing Date, (ii) the date hereofof the consummation of a Qualified Public Offering and (iii) the date of redemption of the Notes, (x) a Majority Interest or (y) VS Investors holding a majority upon the written request of the holders of at least 51% of the Registrable Securities held by all VS Investors may notify (the "Initiating Holders") that the Company effect the Registration under the Securities Act (such a written request being hereinafter referred to as a "Demand Registration") of any of the Registrable Securities, the Company will promptly give written notice to all other holders of Registrable Securities that they intend to offer or cause to be offered for public sale all or any portion a Demand Registration has been received. For a period of 15 days following delivery of such notice, the other holders of Registrable Securities may request that the Company also register their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in and after the manner specified in such request. Upon receipt expiration of such request15 day period, the Company shall promptly deliver notice notify all holders of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify of the Company in writing number of their desire Registrable Securities to be included in such registrationregistered. If the request for registration contemplates an underwritten public offeringThereupon, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and will use its reasonable best efforts to cause the prompt Registration under the Securities Act, subject to become effectivethe provisions of this Article 13, the registration statement for of all Registrable Securities whose which the holders request participation thereof have requested the Company to register, and in connection therewith, prepare and file on such registration appropriate form as the Company, in its reasonable discretion, shall determine, a Registration Statement under the Securities Act to effect such Registration. With respect to any Registration Statement filed, or to be filed, pursuant to this Section 13.01(a), if the Company shall furnish to the holders of Registrable Securities a certified resolution of the Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, recapitalization or other similar corporate activity, or the unavailability for reasons beyond the Company's control of any required audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a Registration Statement to be maintained Effective, or to be filed and become Effective, and setting forth the general reasons for such judgment, the Company shall be entitled to qualify cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or, in the event no Registration Statement has yet been filed, shall be entitled not to file any such Registration Statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to all holders of Registrable Securities). Upon receipt of any such notice of a Disadvantageous Condition, such holders of Registrable Securities will forthwith discontinue use of the disclosure document contained in such Registration Statement and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder's possession, of the disclosure document then covering such Registrable Securities for sale under any state blue sky law; providedcurrent at the time of receipt of such notice, howeverand, in the event no Registration Statement has yet been filed, all drafts of the disclosure document covering such Registrable Securities. In the event that the Company shall not give any notice of a Disadvantageous Condition, the Company shall, at such time as it in good faith deems appropriate, xxxx x xew Registration Statement covering the Registrable Securities that were covered by such withdrawn Registration Statement, and such Registration Statement shall be maintained Effective for such time as may be necessary so that the period of effectiveness of such new Registration Statement, when aggregated with the period during which such initial Registration Statement was Effective, shall be such time as may be otherwise required to effect registration pursuant to by Section 13.01(c). Notwithstanding the foregoing, the Company may only declare one Disadvantageous Condition per calendar year. The holders of a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders majority of the Registrable Securities as a group. Notwithstanding anything requested to be registered may, at any time prior to the contrary contained hereinEffective Date of the Registration Statement relating to such Registration, if or during the Company receives existence of a request for registration under this Section 2Disadvantageous Condition, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of revoke such request, that it intends without liability to file any of the other holders of Registrable Securities, by providing a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that written notice to the Company files such registration statement within seventy-five (75) days of its receipt of revoking such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section.

Demand Registrations. (a) At Subject to Section 5.3, at any time after prior to the date hereofsix-month anniversary of the Closing or following the fourteen-month anniversary of the Closing, Parent, on behalf of the Shareholder Group, may, on not more than twelve (x12) separate occasions in the aggregate and not more frequently than once during any nine-month period, require the Company to file a Majority Interest registration statement under the Securities Act in respect of all or (y) VS Investors holding a majority portion of the Registrable Securities held by Shares (so long as such request covers Registrable Shares with a Market Value on the date of the Demand Request of at least $300 million if the aggregate Market Value of all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not Shares on such date is at least $300 million or, if such Market Value is less than $10 300 million) in the manner specified in , so long as such request. Upon receipt of such requestrequest covers all Registrable Shares), by delivering to the Company shall promptly deliver written notice stating that such right is being exercised, specifying the number of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing shares of their desire Common Stock to be included in such registration. If registration (the request for registration contemplates shares subject to such request, the "DEMAND SHARES") and describing the intended method of distribution thereof, which may include an underwritten public offeringoffering (a "DEMAND REQUEST"). Subject to Section 5.7, upon receiving a Demand Request, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and (i) use its reasonable best efforts to cause to become effective, the file as promptly as reasonably practicable a registration statement for all Registrable Securities whose holders request participation in on such registration under form as the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, B-9 <PAGE> Company may reasonably deem appropriate (provided that the Company shall not be required obligated to effect register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) providing for the registration of the sale of such Demand Shares pursuant to the intended method of distribution (a request under this Section 2 more than two (2"DEMAND REGISTRATION") times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that after the Company files filing of an initial version of the registration statement, use reasonable best efforts to cause such registration statement within seventy-five (75) days of its receipt of such request, to be declared effective under the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days Securities Act as promptly as practicable after the effective date of filing of such registration statement. In addition(b) Notwithstanding anything in this Agreement to the contrary, the Company may shall be entitled to postpone and delay, for reasonable periods of time, but in no event more than an aggregate of 60 days during any 12-month period (a "BLACKOUT PERIOD"), the filing or the effectiveness of any Demand Registration if the Company shall determine that any such filing or the offering of any Registrable Shares would (i) in the good faith judgment of the Board, impede, delay or otherwise interfere with any pending or contemplated material acquisition, corporate reorganization or other similar material transaction involving the Company, (ii) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated financing, offering or sale of any class of securities by the Company or (iii) in the good faith judgment of the Board, require disclosure of material non-public information (other than information relating to an event described in clauses (i) or (ii) above) which, if disclosed at such time, would be harmful to the best interests of the Company and its stockholders; PROVIDED, HOWEVER, that the Company shall give written notice to Parent of its determination to postpone or delay the filing of any Demand Registration; and PROVIDED, FURTHER, that in the event that the Company proposes to register Common Stock, whether or not for sale for its own account, during a Blackout Period, the Shareholder Group shall have the right to exercise its rights under Section 5.2 of this Agreement with respect to such registration, subject to the limitations contained in this Agreement on the exercise of such rights. Upon notice by the Company to Parent of any such determination, the members of the Shareholder Group shall keep the fact of any such notice strictly confidential, and during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Common Stock 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, each prospectus included therein, and any amendment or supplement thereto by it 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 its possession of the prospectus covering such Registrable Shares. (c) In connection with an underwritten offering, if the managing underwriter or co-managing underwriter reasonably and in good faith shall have advised the Company or Parent that, in its opinion, the number of Demand Shares subject to a Demand Request exceeds the number which can be sold in such offering, the Company shall include in such registration statement the number of Demand Shares that, in the opinion of such managing underwriter or underwriters, can be sold in such offering; PROVIDED that if as a result of any reduction pursuant to this Sectionparagraph (c) the aggregate Market Value of the Demand Shares to be so included is less than $300 million, the Shareholder Group may withdraw such Demand Request with respect to all Demand Shares covered thereby and such registration shall not count for the purposes of determining the number of Demand Registrations to which the Shareholder Group is entitled under Section 5.1(a). (d) In connection with any underwritten offering, the managing underwriter for such Demand Registration shall be selected by Parent, PROVIDED that such managing underwriter shall be a nationally recognized investment banking firm and shall be reasonably acceptable to the Company. The Company may, at its option, select a nationally recognized investment banking firm reasonably acceptable to Parent to act as co-managing underwriter. B-10 <PAGE> (e) Nothing in this Article V shall affect or supersede any of the transfer restrictions set forth in Article IV hereof or any of the other provisions of this Agreement. Section 5.2

Demand Registrations. (a1) At any time after the date hereofCompany is not eligible to use Form S-3 or any successor thereto, the holders of Warrants or Warrant Shares holding not less than 25% of the Warrant Shares (xincluding Warrants exercisable therefor) a Majority Interest not (i) theretofore effectively registered under the Act and disposed of in accordance with the Registration Statement covering any such Warrants and Warrant Shares or (yii) VS Investors holding then saleable by the holder thereof pursuant to Rule 144(k) under the Act shall be entitled to make up to four (4) written requests (each, a majority “Demand”) of the Registrable Securities held by Company to register all VS Investors may notify or part of their Warrant Shares (including Warrant Shares issuable upon exercise of their Warrants), under the Company that they intend to offer Act (a “Demand Registration”) on a Registration Statement on Form S-1 or cause to be offered any successor thereof for a public sale offering of all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 millionthe Warrant Shares held by such holder(s) for sale in accordance with the manner method of disposition specified in such request. Upon receipt of such requestnotice, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request Demand may be made under this Section 2 within until at least one hundred eighty (180) calendar days after the effective date of a previous S-3 Registration or a previous registration under which the initiating holders had Piggy-Back Registration Rights and (ii) the Company shall have no obligation to register such registration statementWarrant Shares pursuant to this Section 14(b) if (based on the Current Market Price) the number of Warrant Shares specified in such notice (or otherwise proposed to be offered in such registration) would not yield gross proceeds to the selling holders of at least $2,000,000 (based on the Current Market Price). In additionWithin ten (10) calendar days after receipt of such Demand, the Company may postpone will serve written notice thereof (the filing or “Company Notice”) to all other holders of Warrants and Warrant Shares. Subject to the effectiveness provisions of the next succeeding paragraph, the Company shall include in such Demand Registration all Warrant Shares with respect to which the Company receives written requests for inclusion within fifteen (15) calendar days after the delivery of the Company Notice. If any registration statement of the Warrant Shares registered pursuant to this Sectiona Demand Registration are to be sold in one or more firm commitment underwritten offerings, the Company will also provide written notice to holders of securities of the Company other than the holders of the Warrants and the Warrant Shares, if any, who have piggyback registration rights with respect thereto and will permit all such holders who request to be included in the Demand Registration to include any or all securities of the Company held by such holders in such Demand Registration on the same terms and conditions as the Warrant Shares. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering to which such Demand Registration relates advises the Company that the total amount of Warrant Shares and securities that such holders of securities of the Company (other than holders of the Warrant Shares) intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering and/or exceeds the number of securities which can be sold in such offering, then (i) first, the amount of securities to be offered for the account of the holders of such other securities of the Company will be reduced, to zero if necessary (pro rata among such holders on the basis of the amount of such other securities to be included therein by each such holder), and (ii) second, the number of Warrant Shares included in such Demand Registration will, if necessary, be reduced and there will be included in such firm commitment underwritten offering only the number of Warrant Shares that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such offering and/or exceeding the number of securities which can be sold in such offering, allocated pro rata among the holders of the Warrants and Warrant Shares on the basis of the number of Warrants or Warrant Shares held by each such holder.

Demand Registrations. (a) At any time after the date hereofThe Company, (xi) a Majority Interest upon the reasonable request of FPC, from time to time, or (yii) VS Investors holding a majority following the consummation of an IPO, upon the reasonable request of DLJ or CIRI (by the holders of at least 25% of, in the case of DLJ, the shares of Common Stock issued or issuable upon exercise of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) Warrants or, in the manner specified in such request. Upon receipt case of such requestCIRI, the Company shares of Common Stock originally issued to CIRI) (each such party being an "Initiating Party"), shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration register under the Securities Act and to qualify such any reasonable portion of Registrable Securities for sale under held by the Initiating Party (including, at the election of such Initiating Party, in an underwritten offering) and bear all expenses in connection with such offering in a manner consistent with Section 3.1.3 below and shall enter into such other agreements in furtherance thereof (each such registration pursuant to this Section 3.1.2, a "Demand Registration"), and the Company shall provide customary indemnifications in such instances (in a manner consistent with the indemnification provisions of this Article III) to the Initiating Party and any state blue sky lawsuch underwriters. FPC shall have the right to initiate up to six (6) Demand Registrations pursuant to this Section 3.1.2. Each of DLJ and CIRI shall have the right to initiate one (1) Demand Registration pursuant to this Section 3.1.2; provided, however, that the Company shall not be required obligated to effect registration pursuant to a request under this Section 2 more than two Demand Registration on behalf of either of DLJ or CIRI within nine (29) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders months of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for effectiveness of another registration under this Section 2, then (i) 3.1. A registration shall not count as a Demand Registration unless and until the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for relating thereto has been declared effective by the primary issuance SEC and not withdrawn. If any Demand Registration requested by FPC is in the form of securities in an underwritten public offering, and (ii) assuming that FPC shall designate the Company files underwriter or underwriters to be utilized in connection such registration statement within seventy-five (75) days offering. If the Demand Registration requested by either of its receipt DLJ or CIRI is in the form of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In additionan underwritten offering, the Company shall designate an underwriter or underwriters to be utilized in connection such offering, which selection shall be reasonably acceptable to DLJ or CIRI, as the case may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionbe."

Demand Registrations. (a) At If, at any time on or after the date hereofSeptember 23, (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates 200l and following an underwritten initial public offering, the Company shall state such be requested in writing by the written notice and in such event Holders of not less than 50% of the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in (treating for this purpose all other securities of the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all company then held by Holders as having been converted into Registrable Securities whose holders request participation in such on a common equivalent basis) to effect the registration under the Securities Act and of outstanding shares of Registrable Securities, the Company shall promptly give written notice of such proposed registration to qualify all Holders. Such Holders shall have the right, by giving written notice to the Company within 30 days from receipt of the Company's notice, to elect to have included in such registration such of their Registrable Securities for sale as such Holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as practicable, use its best efforts to effect the registration, on a form of general use under any state blue sky lawthe Securities Act, of all shares of Registrable Securities which the Company has been requested to register. The Company shall not be obligated to cause to become effective more than two registration statements pursuant to which Registrable Securities are sold under this Section 7.2(a); provided, however, that if the Company shall not be required Holders desiring -------- ------- to effect participate in such registration pursuant are unable to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders sell at least 75% of the Registrable Securities as a groupthey desire to sell, then such Holders shall be entitled to one additional demand registration pursuant to this subsection 7.2(a). Notwithstanding anything to the contrary contained hereinforegoing, if the Company receives a request for shall furnish to the Holders of Registrable Securities requesting registration under pursuant to this Section 2, then (i7.2(a) a certificate signed by the President of the Company may advise stating that the requesting Investors, within fifteen (15) days Board of its receipt Directors of such request, the Company has made the good faith judgment that it intends would be seriously detrimental to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files and its Shareholders for such registration statement within seventy-five (75) days of its receipt of such requestto be filed in the near future, then the Company's obligation to use its best efforts to file and cause to become effective such registration obligations under this Section 2 statement may be deferred for a period which shall not apply with respect to such request and no additional request exceed 180 days. This right may not be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, exercised by the Company may postpone the filing or the effectiveness of any on more than one occasion for each registration statement pursuant to this SectionSection 7.2(a).

Demand Registrations. Provided that the Company has elected to require LUK Holdco to effect the Backstop Commitment (aas defined in the Backstop Agreement) At and LUK Holdco has fulfilled its Backstop Commitment under the terms of the Backstop Agreement to purchase Common Shares in connection with the Rights Offering, then at any time after and from time to time following the date hereofBackstop Closing Date (as defined in the Backstop Agreement), the Holders’ Representative shall have the right by delivering a written notice to the Company (xa “Demand Notice”) to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities owned by the Holders and requested by such Demand Notice to be so registered (a Majority Interest or “Demand Registration”); provided, however, that a Demand Notice may only be made if (yi) VS Investors holding a majority the aggregate gross proceeds expected to be received from the sale of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire requested to be included in such registrationDemand Registration are at least US$5,000,000 based on the volume-weighted average price of the Common Shares during the 20-day period prior to the Demand Notice or (ii) the Holders are requesting to register all of the Registrable Securities owned by the Holders. If A Demand Notice shall also specify the request for registration contemplates an underwritten public offeringexpected method or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall state use its reasonable best efforts to file, as 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 the Company of such in Demand Notice (subject to paragraph (e) of this Section 2.1), a Registration Statement relating to the written notice offer and in such event sale of the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities requested to be included therein by the Holders thereof in accordance with the underwritten public offering to the extent provided herein. The Company methods of distribution elected by such Holders (a “Demand Registration Statement”) and shall expeditiously prepare and file, and use its reasonable best efforts to cause such Registration Statement to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration be declared effective under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days promptly as practicable after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionthereof.

Demand Registrations. During the Registration Period, holders of the -------------------- Requisite Amount of Registrable Securities in the aggregate shall be entitled to make a written request of the Company (aeach such request being a "Demand") At for registration under the Securities Act of all or part of the Registrable Securities (a "Demand Registration") in accordance with this Section 2.1. Such Demand shall specify: (i) the aggregate number and kind of Registrable Securities requested to be registered; and (ii) the intended method of distribution in connection with such Demand Registration to the extent then known. The holders of Registrable Securities shall be entitled to three (3) Demand Registrations. Any Demand Registration hereunder shall be on any time appropriate form under the Securities Act permitting registration of such Registrable Shares for resale by the Stockholders making such Demand Registration in the manner or manners designated by them (including, without limitation, pursuant to a shelf registration (a "Shelf Registration") under Rule 415 under the Securities Act); provided, however, only two Demand Registrations requested by the Stockholders in accordance with this Section 2.1 shall be for an underwritten offering. If the holders of a majority in interest of the Registrable Securities sought to be registered in a Demand Registration request that such Demand Registration be an underwritten offering in accordance with this Section 2.1, then such holders shall select a nationally recognized underwriter or underwriters to manage and administer such offering, such underwriter or underwriters, as the case may be, to be subject to the approval of the Company's board of directors, which such approval shall not be unreasonably withheld. No Demand shall be effective or impose any obligation upon the Company unless such Demand shall request the registration of not less than the Requisite Amount of Registrable Securities. 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 and shall include in such registration all Registrable Securities of each holder thereof with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the date hereofreceipt by such holder of the Company's notice required by this paragraph. A registration shall not be treated as a Demand Registration unless the holders of Registrable Securities are able to include, in accordance with the following provisions, at least 75% of the Registrable Securities requested to be included in such registration and until (xi) the applicable Registration Statement under the Securities Act has been filed with the United States Securities and Exchange Commission ("SEC") with respect to such Demand Registration and has been declared effective and (ii) such Registration Statement shall have been maintained continuously effective for a Majority Interest period of at least 120 days (or, in the case of a Shelf Registration, one (1) year) or such shorter period when all Registrable Securities included therein have been sold thereunder in accordance with the manner of distribution set forth in such Registration Statement. Neither the Company nor any other Person shall include any other securities in a Demand Registration, except with the written consent of the holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration. If, in connection with a Demand Registration, any managing underwriter (y) VS Investors holding or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the holders of a majority of the Registrable Securities held by all VS Investors may notify sought to be registered in such Demand Registration (which such underwriter shall be reasonably acceptable to the Company that they intend to offer or cause to and whose fees and expenses shall be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify borne solely by the Company in writing the case of their desire the first underwritten Demand Registration and borne on a pro rata basis by all holders of securities permitted by such underwriter to be included in any second underwritten Demand Registration, in proportion to the number of securities included in such Demand Registration)) advises the Company and the holders of the Registrable Securities sought to be included in such registration. If Demand Registration that, in its judgment, marketing or other factors dictate that limiting the request for registration contemplates an underwritten securities to be included in the Registration Statement is necessary to facilitate public offeringdistribution of the Registrable Securities ultimately to be included therein, then the Company shall state such in the written notice and include in such event Registration Statement only such limited portion of the right Registrable Securities and other securities sought to be registered therein as the underwriter shall permit in accordance with this paragraph. Any exclusion of any Person to participate in such registration Registrable Securities shall be conditioned upon their participation made pro rata among the Stockholders seeking to include Registrable Securities, in such underwritten public offering and proportion to the inclusion number of their Registrable Securities in the underwritten public offering sought to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in be included by such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky lawStockholders; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more exclude any Registrable Securities unless the Company has first excluded all outstanding securities other than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a groupSecurities. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the The Company may postpone for up to sixty (60) days (but no more than ninety (90) days in any 365 day period) the filing or the effectiveness (which may include the withdrawal of any an effective registration statement statement) of a Registration Statement pursuant to this SectionSection 2.1 if the Company's board of directors reasonably determines in its good faith judgment that, because of the existence of any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition or financing activity (other than in the ordinary course of business) or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company (other than any such event or condition consisting of one or more requests by one or more of the Company's stockholders (other than any Stockholder) to exercise "demand" registration rights), it would be materially disadvantageous to the Company for such a Registration Statement to be maintained effective, or to be filed and become effective; provided, however, that, in such event, the holders of Registrable Securities making such Demand will be entitled to withdraw such Demand, and, if such Demand is withdrawn, such registration will not count as one of the Demand Registrations hereunder; and, provided, further, that the Registration Period will be extended for a period of time equal to any such postponements.

Demand Registrations. (a) At any time after In the date case of a registration pursuant to Section 10.1 hereof, (x) a whenever the Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company Participating Shareholders shall request that they intend such registration shall be effected pursuant to offer or cause an underwritten offering, such registration shall be so effected, and only securities which are to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in distributed by the manner specified in underwriters designated by such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to Majority Participating Shareholders may be included in such registration. If the request for registration contemplates an underwritten public offeringrequested by such underwriters, the Company shall state and each participating seller will enter into an underwriting agreement with such underwriters for such offering containing such representations and warranties by the Company and such other terms and provisions as are customarily contained in the written notice underwriting agreements with respect to secondary distributions, including, without limitation, indemnity and in such event the right of any Person to participate in contribution. In each such registration shall be conditioned upon their participation in such underwritten public offering and pursuant to Section 10.1, each Shareholder agrees that without the inclusion consent of their Registrable Securities in the underwritten public offering managing underwriter, for a period from 7 days prior to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, effective date of the registration statement until 180 days after such effective date, such Shareholder will not directly or indirectly sell, offer to sell, grant any option for all the sale of, or otherwise dispose of any common equity or securities convertible into common equity except (i) for Registrable Securities whose holders request participation sold in such registration under registered offering and (ii) transfers to Affiliates and partners and stockholders of such Shareholder, each of whom shall have furnished to the Securities Act Company and the managing underwriter their written consent to qualify such Registrable Securities for sale under any state blue sky lawbe bound by this Agreement including this Section 10.4.1; provided, however, that the Company prohibitions hereunder shall not apply to shares of Common Stock or other securities convertible into Common Stock (other than shares that are restricted securities within the meaning of the Securities Act) purchased by such Shareholder in the open market following the consummation of a Public Offering. If the managing underwriter advises the Demand Registrants that the number of shares to be required to effect included in a registration pursuant to a request under this Section 2 more 10.1 hereof should be limited due to market conditions or otherwise, (i) all shares that are not Registrable Securities (other than two those sought to be registered by the Company) shall be excluded first, (2ii) times thereafter, if additional shares must be excluded from such registration, shares sought to be registered by the Company shall be excluded from such registration and; (iii) thereafter, if additional shares must be excluded from such registration, all holders of Registrable Securities held by Shareholders shall share pro rata in the number of shares of Registrable Securities to be excluded from such registration pursuant to this clause (x) above or one (1) time pursuant iii), such sharing to (y) above for be based on the holders respective numbers of shares requested to be registered by such holders. In the event that the Demand Registrants are unable to include all of the Registrable Securities as such Demand Registrants originally requested be included in a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this SectionSection 10.1 hereof, the right to a demand registration pursuant to Section 10.1 shall not be forfeited.

Demand Registrations. (ai) At any time after the date hereofClosing Date, (x) a Majority Interest or (y) VS Investors holding the Holders of a majority of the then outstanding Registrable Securities held by all Holders (the “Initiating Holders”) may request that the Company register under the Securities Act all or any portion of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities such Initiating Holders (representing offering proceeds aggregating not less than $10 million) in the manner specified in such requesta “Demand Registration Statement”). Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities other Holders, if any, who shall then have thirty ten (3010) days Business Days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person Holder to participate in such registration shall be conditioned upon their such Holder’s participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, effect the registration statement for of all Registrable Securities whose holders request Holders request, pursuant to this Section 2(c)(i), participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; providedprovided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, however, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction; provided further that (A) the Company shall not be required to effect registration pursuant to a request under this Section 2 2(c)(i) more than two (2) times if the Total Aggregate Preferred Stock Issue Price is greater than or equal to $50,000,000 and (B) the Company shall not be required to effect registration pursuant to (xa request under this Section 2(c)(i) above or more than one (1) time if the Total Aggregate Preferred Stock Issue Price is greater than or equal to $25,000,000 and less than $50,000,000, it being understood that the Company shall have no obligation to effect registration pursuant to (ya request under this Section 2(c)(i) above for if the holders of the Registrable Securities as a groupTotal Aggregate Preferred Stock Issue Price is less than $25,000,000. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 2(c)(i) within one hundred eighty ninety (18090) days after the effective date of a Registration Statement filed by the Company covering a firm commitment underwritten public offering in which the Holders shall have been entitled to join pursuant to this Section 2(c)(i) or Section 2(g) hereof and in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been so requested subject to the ability of the managing underwriter or underwriters of such firm commitment underwritten public offering to reduce the number of Registrable Securities pursuant to Section 2(c)(ii). A registration will not count as a requested registration under this Section 2(c)(i) until the Demand Registration Statement relating to such registration statementhas been declared effective by the Commission at the request of the Initiating Holders; provided, however, that if the Initiating Holders shall request, in writing, that the Company withdraw a Demand Registration Statement which has been filed under this Section 2(c)(i) but has not yet been declared effective, the Initiating Holders may thereafter request the Company to reinstate such Demand Registration Statement, if permitted under the Securities Act, or to file another Demand Registration Statement, in accordance with the procedures set forth herein. In addition, a registration will not count as a requested registration under this Section 2(c)(i) in the Company may postpone event that any Registrable Securities sought to be included by the filing Holders in such registration are excluded from such registration in accordance with Section 2(c)(ii) or the effectiveness of any registration statement pursuant to this SectionSection 2(g).

Demand Registrations. (a) At any time after that the date hereofCompany is not legally eligible to file a Shelf Registration Statement, (x) a Majority Interest or (y) VS Investors holding the Holders who beneficially own a majority of the outstanding Registrable Securities held beneficially owned by all VS Investors may notify Holders shall have the right to request the Company that they intend to offer or cause to be offered for public sale register all or any portion part of their the Registrable Securities under the Securities Act (representing offering proceeds aggregating each such right, a “Demand Right”); provided, that each registration made pursuant to a Demand Right must include Registrable Securities in an amount not less than $10 million) in the manner specified in such requestMinimum Demand Amount. Upon receipt of such requestSubject to Section 2.1(d), if the Company shall receive a Request specifying a registration pursuant to a Demand Right, the Company shall promptly deliver notice file with the SEC, as expeditiously as reasonably possible after the initiation of such request a Demand Right, a Registration Statement relating to all Persons holding the offer and sale of the Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire requested to be included in therein by the Holders thereof (each such registration. If , but not including a Shelf Registration, a “Demand Registration”) in accordance with the request for registration contemplates an underwritten public offering, methods of distribution elected by such Holders and shall use its best efforts to cause such Registration Statement to be declared effective under the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided hereinAct as expeditiously as reasonably possible thereafter. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause keep the Registration Statement relating to become effectivesuch Demand Registration continuously effective in order to permit the Prospectus forming a part thereof to be usable by the Holders, the registration statement for all Registrable Securities whose holders request participation underwriters and any brokers or dealers during the period set forth in such registration under Section 2.1(g). Notwithstanding the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; providedforegoing provisions, however, that the Company shall not be required obligated to effect registration pursuant effect, or to a request under this Section 2 more than two (2) times pursuant take any action to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained hereineffect, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of any such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement Demand Registration pursuant to this SectionSection 2.1(a) after the Company has initiated two such registrations subsequent to the date hereof pursuant to this Section 2.1(a) (counting for these purposes only registrations which have been declared effective and registrations which have been withdrawn by the Holders as to which the Holders have not borne the registration expenses pursuant to Section 2.6). A registration shall not be counted as “effected” for purposes of this Section 2.1 until such time as the applicable registration statement has been declared effective by the SEC.

Demand Registrations. (a) At Warburg may at any 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, (x) require the Company to file a Majority Interest registration statement under the Securities Act in respect of all or (y) VS Investors holding a majority portion of the Common Shares, or the Common Shares into which Investor Shares may be converted, then Beneficially Owned by Warburg or by any other person that Beneficially Owns Common Shares and who acquired such Common Shares or Investor Shares in connection with such person's status as a partner in any partnership in which Warburg or any of its Affiliates is the general partner (all such Common Shares, the "WARBURG REGISTRABLE SHARES") (provided that such request covers Warburg Registrable Securities held Shares with a Market Value on the date of the Demand Request of at least $25 million), by all VS Investors may notify delivering to the Company a written notice stating that they intend to offer or cause to be offered for public sale all or any portion such right is being exercised, specifying the number of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire Common Shares to be included in such registrationregistration (the shares subject to such request, the "WARBURG DEMAND SHARES") and describing the intended method of distribution thereof (a "WARBURG DEMAND REQUEST"). If the request for registration contemplates an underwritten public offeringUpon receiving a Warburg Demand Request, the Company shall state such in the (1) provide written notice of the Warburg Demand Request, pursuant to Section 4.3 hereof, to H&F and in each other Investor, (2) use reasonable efforts to file as promptly as reasonably practicable a registration statement on such event form as the right Company may reasonably deem appropriate providing for the registration of the sale of such Warburg Demand Shares and any Person other Investor Shares to participate in such registration shall be conditioned upon their participation in such underwritten public offering included pursuant to Sections 4.3 and the inclusion of their Registrable Securities in the underwritten public offering 4.4 hereof pursuant to the extent provided herein. The Company shall expeditiously prepare intended method of distribution and file(3) after the filing of an initial version of the registration statement, and use its reasonable best efforts to cause to become effective, the such registration statement for all Registrable Securities whose holders request participation in such registration to be declared effective under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days promptly as practicable after the effective date of filing of such registration statement. In additionAny Demand Registration filed pursuant to the request of Warburg may, subject to the provisions of Section 4.4 below, include other Common Shares that the Company may postpone the filing or the effectiveness of any is required to include in such registration statement pursuant to this Sectionby virtue of existing agreements between the holders of such Common Shares and the Company (the "EXISTING REGISTRATION RIGHTS").

Demand Registrations. (a) At a)At any time after beginning on the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority 120th day following the closing of the Registrable Securities held by all VS Investors may notify Merger Agreement, but only if the Company that they intend has not filed a Registration Statement prior thereto with respect to offer or cause which the Lifted Owner was granted piggyback registration rights pursuant to be offered Section 3 and was permitted to include for public sale registration thereon all of the Registerable Securities, upon the request of the Lifted Owner, the Holders of Registerable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registrable Registerable Securities pursuant to a Registration Statement on Form S-1 or any similar long-form Registration Statement (representing offering proceeds aggregating not less than $10 milliona “Long-Form Registration”) or, if eligible, Form S-3 (a “Short-Form Registration” and, together with each Long-Form Registration and Shelf Registration (as defined below), a “Demand Registration”). Each request for a Long-Form Registration or Short-Form Registration shall specify the number of Registerable Securities requested to be included in the manner specified in such requestDemand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than ten (10) days following receipt thereof) deliver notice of such request to all Persons holding Registrable other Holders of Registerable Securities who shall then have thirty ten (3010) days from the date such notice is 106364262.v3 given to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, file with (or confidentially submit to) the Securities and Exchange Commission (the “Commission”) SEC a Registration Statement on Form S-1 or Form S-3 (as applicable) or any successor form thereto covering all of the Registerable Securities that the Holders thereof have requested to be included in such Demand Registration as promptly as practicable following the date such initial request is given and shall use its reasonable best good faith efforts to cause such Registration Statement to become effective, be declared effective by the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and SEC as soon as practicable thereafter. The Lifted Owner shall be entitled to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 no more than two (2) times pursuant to (x) above or one (1) time Demand Registration in any twelve (12) month period pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect and three (3) Demand Registrations pursuant to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after in the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionaggregate.

Demand Registrations. The Company, following the consummation of an IPO, upon the request of (a) At any time after the date hereofFPC, (xb) a Majority Interest or the Mezzanine Investor (y) VS Investors holding at least a majority of the Registrable Securities shares of Common Stock issued or issuable upon exercise of the Mezzanine Warrants), (c) the Discount Note Purchasers (by the holders of at least 25% of the shares of Common Stock issued or issuable upon exercise of the Note Purchaser Warrants or (d) the Rollover Investors (by the holders of at least 25% of the total number of shares of Common Stock held by all VS Investors may notify of the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities Rollover Investors) (representing offering proceeds aggregating not less than $10 million) in the manner specified in each such request. Upon receipt of such requestparty being an "Initiating Party"), the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration register under the Securities Act Registrable Securities held by the Initiating Party (including, at the election of such Initiating Party, in an underwritten offering) and to qualify any other Stockholders participating in such Demand Registration (provided, however that the aggregate expected market value of all such Registrable Securities for sale under Securities, included in such registration is greater than or equal to $2 million) and bear all expenses in connection with such offering in a manner consistent with Section 3.1.3 and shall enter into such other agreements in furtherance thereof (each such registration pursuant to this Section 3.1.2, a "Demand Registration"), and the Company shall provide customary indemnifications in such instances (in a manner consistent with the indemnification provision of this Article III) to the Initiating Party, other Stockholders included in such registration and any state blue sky lawsuch underwriters. FPC shall have the right to initiate up to five Demand Registrations pursuant to this Section 3.1.2. The Rollover Investors, as a group, shall have the right to initiate two Demand Registrations pursuant to this Section 3.1.2, the Discount Note Purchasers, as a group, shall have the right to initiate one Demand Registration pursuant to this Section 3.12 and the Mezzanine Investor shall have the right to initiate one (1) Demand Registration pursuant to this Section 3.1.2; provided, however, that the Company shall not be required obligated to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above Demand Registration on behalf of any Other Investor or one (1) time pursuant to (y) above for the holders group thereof within nine months of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for effectiveness of another registration under this Section 23.1. A registration shall not count as a Demand Registration unless and until the registration statement relating thereto has been declared effective by the SEC and not withdrawn. If any Demand Registration requested by FPC is in the form of an underwritten offering, then (i) FPC shall designate the Company may advise underwriter or underwriters to be utilized in connection such offering. If the requesting Demand Registration requested by the Rollover Investors, within fifteen (15) days the Discount Note Purchasers or the Mezzanine Investor is in the form of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone shall designate an underwriter or underwriters to be utilized in connection such offering, which selection shall be reasonably acceptable to the filing or the effectiveness of any registration statement pursuant to this SectionInitiating Party.

Demand Registrations. (a) At any time after following the date hereof, (x) a Majority Interest upon which the Shareholder has converted or (y) VS Investors holding a majority given the Company notice of its election to convert any or all of the Registrable Securities held by all VS Investors may notify Preferred Stock into shares and prior to the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, date on which the Company shall have obtained a written opinion of legal counsel reasonably satisfactory to the Shareholder and addressed to the Company and the Shareholder to the effect that the Shares may be publicly offered for sale in the United States by the Shareholder without restriction as to manner of sale and amount of securities sold and without registration under the Securities Act (such period, the "Demand Period"), the Shareholder shall ------------- have the unlimited right to require the Company to file a registration under the Securities Act in respect of all or a portion of the Shares by delivering to the Company written notice stating that such right is being exercised, specifying the number of Shares to be included in such registration and describing the intended method of distribution thereof (a "Demand Request"). As promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have as practicable, but in no event later than -------------- thirty (30) days to notify after the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offeringreceives a Demand Request, the Company shall state such in file with the written notice SEC and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and thereafter use its reasonable best efforts to cause to become effective, the be declared effective promptly a registration statement for all Registrable Securities whose holders request participation in such (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested by Shareholder and if the Company is then eligible to qualify use such Registrable Securities a registration) (a "Demand Registration") providing ------------------- for sale under the registration of such number of Shares as the Shareholder shall have demanded be registered for distribution in accordance with such intended method of distribution. The Company shall have the right and option to designate any state blue sky law; providedone of the Demand Registrations be filed as a shelf registration or other successor procedure as prescribed by the SEC, howeveras above provided as a shelf registration statement, that for which the Company agrees to pay certain costs therefor pursuant to Section 3.5 below (the "Free Shelf Registration"). After completion of any Demand Registration ----------------------- designated as a shelf registration by the Company, any subsequent Demand Registrations shall not be shelf registrations unless the Company otherwise agrees. Notwithstanding the foregoing, the Company shall not be required obligated to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement Demand Registration requested pursuant to this SectionSection 3.1 if the number of Shares then held by the Shareholder shall be less than 1% of the then outstanding Common Stock.

Demand Registrations. (a) At any time after following the date on which all Registrable Securities have been registered for resale pursuant to Section 2 hereof, a Purchaser or Purchasers owning, in the aggregate, at least a 50% majority in interest (xthe “Initiating Purchasers”) a Majority Interest or (y) VS Investors holding a majority of the Listing Penalty Shares (as defined in the Securities Purchase Agreement) or the Escrow Shares (as defined in the Securities Escrow Agreement) (collectively, the “Listing Penalty and Escrow Securities”) may request that the Company file a Registration Statement providing for the resale of all Listing Penalty and Escrow Securities then held by the Initiating Purchasers by giving written notice to the Company (the “Demand Notice”). The Demand Notice shall describe the number of Listing Penalty and Escrow Securities intended to be disposed of and the intended method of disposition. The Company shall then prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Listing Penalty and Escrow Securities included in the Demand Notice for an offering to be made on a continuous basis pursuant to Rule 415. Each such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Listing Penalty and Escrow Securities. The Company shall (i) not permit any securities other than the Listing Penalty and Escrow Securities and any other unregistered Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in any such registration. If the request for registration contemplates an underwritten public offeringRegistration Statement, the Company shall state provided that such in the written notice and in such event the right of any Person to participate in such registration securities shall be conditioned upon their participation registered in such underwritten public offering accordance with the cutback provisions in Section 2(a) above; and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and (ii) use its reasonable best efforts to cause any such Registration Statement to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to qualify keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of: (x) the date when all Registrable Securities for sale under covered by such Registration Statement have been sold; or (y) the date on which the Listing Penalty and Escrow Securities may be sold without any state blue sky law; provided, however, that restriction pursuant to Rule 144 as determined by the counsel to the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything written opinion letter, addressed to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect ’s transfer agent to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectioneffect.

Demand Registrations. (a) At any time after and from time to time IBS or any Holder or group of Holders (the date hereof, (x“Initiating Holders”) a Majority Interest may request in writing that the Company register under the Securities Act all or (y) VS Investors holding a majority any portion of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion such Holders, having an anticipated aggregate offering price of their Registrable Securities (representing offering proceeds aggregating not less than $10 millionUS$5,000,000; provided that no Registration Statement need be filed with the Commission (A) prior to the later of (i) one hundred and eighty days following the pricing of the IPO and (ii) the expiration of any “lock-up agreement” entered into by the Holders of Registrable Securities with an underwriter in connection with the manner specified IPO (unless waived by such underwriter), or (B) if the number of Registrable Securities requested to be registered represent an amount that is less than the amounts set forth in Rule 144(e)(1)(i), (ii) or (iii) at the time of such written request. Upon receipt of such written request, which shall specify the intended method of distribution thereof, the Company shall promptly within ten (10) days deliver notice (the “Demand Notice”) thereof to all Holders (other than the Holders of such request to all Persons holding Registrable Securities request, as applicable), if any, who shall then have thirty twenty (3020) days to notify the Company in writing of their desire to be included in such registration. If Subject to the request for registration contemplates an underwritten public offeringprovisions of Section 2.5 below, the Company shall state will use its reasonable best efforts to file a Registration Statement for such intended method of distribution, as promptly as practicable, but not later than (x) ninety (90) days after such Demand Notice in the written notice case of a registration with a Long-Form Registration Statement and (y) thirty (30) days after such Demand Notice in the case of a registration with a Short-Form Registration Statement, and in such event the right of any Person to participate in such registration each case shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause such Registration Statement to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration be declared effective under the Securities Act and as promptly as practicable after the filing thereof (subject to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under proviso of the first sentence of this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section2.1(a)).

Demand Registrations. The Company, following the consummation of an IPO, upon the reasonable request of FPC or the Trust (a) At any time after each of FPC or the date hereofTrust, (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such requestcase, the Company being referred to as an "INITIATING HOLDER"), shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration register under the Securities Act and to qualify such any reasonable portion of Registrable Securities for sale under held by the Initiating Holder (including, at the election of such Initiating Holder, in an underwritten offering) and bear all expenses in connection with such offering in a manner consistent with Section 3.1.4 below and shall enter into such other agreements in furtherance thereof (each such registration pursuant to this Section 3.1.2, a "DEMAND REGISTRATION"), and the Company shall provide customary indemnifications in such instances (in a manner consistent with the indemnification provisions of this Article III) to the Initiating Holder and any state blue sky lawsuch underwriters. FPC shall have the right to initiate up to five (5) Demand Registrations pursuant to this Section 3.1.2. The Trust shall have the right to initiate one (1) Demand Registration pursuant to this Section 3.1.2; provided, however, that the Company shall not be required obligated to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders Demand Registration on behalf of the Registrable Securities as a group. Notwithstanding anything to Trust within nine (9) months of the contrary contained herein, if the Company receives a request for effectiveness of another registration under this Section 23.1. A registration shall not count as a Demand Registration unless and until the registration statement relating thereto has been declared effective by the SEC and not withdrawn. If any Demand Registration requested by FPC is in the form of an underwritten offering, then (i) FPC shall designate the underwriter or underwriters to be utilized in connection such offering. If the Demand Registration requested by the Trust is in the form of an underwritten offering, the Company may advise shall designate an underwriter or underwriters to be utilized in connection such offering, which selection shall be reasonably acceptable to the requesting InvestorsTrust. Notwithstanding the foregoing, within fifteen (15) days of its receipt the Company shall not be obligated to effect a Demand Registration if, at the time of such request, that it intends all such Registrable Securities are eligible for sale to file a the public by the Initiating Holder without registration statement for under Rule 144 under the primary issuance of securities in an underwritten public offeringSecurities Act, and (ii) assuming that with such sale not being limited by either the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing timing or the effectiveness of any registration statement pursuant to this Sectionvolume restrictions thereunder.

Demand Registrations. (a) At any time after the date hereofClosing Date, any Holder or Holders (xeach, together with any Holder requesting registration pursuant to, and in compliance with, Section 11.02, a “Requesting Holder”) may deliver a Majority Interest or written request to the Company in accordance with Section 14.01 (ya “Demand”) VS Investors holding that the Company effect a majority of registration with respect to the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify cover a registered sale of such Registrable Securities for sale under any state blue sky lawcash by such Requesting Holder. Such Demand shall specify the number of Registrable Securities such Requesting Holder intends to include in such registration and the methods by which such Requesting Holder intends to sell or dispose of such Registrable Securities (including whether such Requesting Holder intends to distribute the Registrable Securities by means of an underwritten offering (an “Underwritten Offering”) or pursuant to sales from time to time without an underwriter (a “Shelf Offering”)); provided, however, that the Company shall not be required to effect registration pursuant to in no event may any Requesting Holder make a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above Demand for the holders of an Underwritten Offering unless the Registrable Securities as a groupto be offered and sold by such Requesting Holder in such Underwritten Offering are reasonably expected to result in gross proceeds to such Requesting Holder of at least twenty million dollars ($20,000,000). Notwithstanding anything Upon receipt of such Demand, the Company shall, subject to the contrary contained hereinterms and conditions of this Article 11, if use its commercially reasonably efforts (subject, for the Company receives a request for registration under this avoidance of doubt, to Blackout Periods to the extent provided in Section 2, then 11.04) to (i) file and cause to become effective under the Company may advise Securities Act a Registration Statement covering the requesting Investors, within fifteen (15) days of its receipt resale of such requestRegistrable Securities by such Requesting Holder as soon as reasonably practicable; (ii) qualify such Registrable Securities under applicable blue sky or other securities laws of any state of the United States of America to the extent set forth herein; and (iii) comply in all material respects with applicable regulations issued under the Securities Act and any other governmental requirements or regulations, that it intends to file in each case in such a registration statement for manner as would permit or facilitate the primary issuance of securities distribution in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days offering or other sale of its receipt all or any portion of such request, the Company's registration obligations under this Section 2 shall not apply with respect to Registrable Securities as reasonably specified in such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this SectionDemand.

Demand Registrations. On any two (a2) At any time occasions after the date hereofwhich is one hundred eighty (180) days after the consummation by the Company of an initial public offering of Common Stock, subject to the conditions set forth in this Agreement, including without limitation the conditions set forth in Section 2(b) below, Holders holding at least forty percent (x40%) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities then held by all VS Investors Holders may notify request that the Company that they intend to offer or cause to be offered for public filed with the Commission and cause to become effective a registration statement (a "Demand Registration Statement") under the Securities Act relating to the sale all or any portion by such Holders of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in accordance with the manner specified in such requestterms hereof. Upon receipt of any such request, the Company shall promptly deliver give written notice of such request proposed registration to all Persons holding 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 Registration Statement such of their Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included as each Holder may request in such registrationnotice of election. If the request for registration contemplates an underwritten public offeringThereupon, the Company shall state as soon as practicable thereafter cause such in Demand Registration Statement to be filed and declared effective by the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Commission for all Registrable Securities in which the underwritten public offering Company has been requested to the extent provided hereinregister. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not no event be required obligated to effect registration pursuant to a request under this Section 2 more than two (2) times demand registrations. If the managing underwriter of an underwritten offering with respect to which registration has been requested by any Holder pursuant to this Section 2 has advised the Company that, in such underwriter's good faith judgment, the number of securities to be sold in such offering by persons other than the Company (xcollectively, "Selling Stockholders") above or one is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of securities to be included in such offering for the accounts of Selling Stockholders to a number deemed satisfactory by the managing underwriter, provided, however, that the securities -------- ------- to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; second, securities held by any Selling Stockholder (1not including the Holders) time participating in such offering pursuant to the exercise of contractual piggyback registration rights (yother than pursuant to the Registration Rights Agreement by and among the Company and the stockholders of Xxxxxxx Enterprises, Inc. (the "Xxxxxxx Agreement"), as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders); and third, securities held by (i) above for any Selling Stockholder participating in such offering pursuant to the holders exercise of piggyback registration rights under the Xxxxxxx Agreement and (ii) any Holder participating in such registration pursuant to the exercise of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for demand registration under rights set forth in this Section 2, then as determined on a pro rata basis (i) based upon the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance aggregate number of securities in an underwritten public offering, held by such Selling Stockholders and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this SectionHolders).

Demand Registrations. (a) At Except as otherwise provided below, at any time and from time to time commencing after the date hereofClosing Date, (x) a Majority Interest or (y) VS Investors holding a majority upon the written request of the holders of at least 51% of the Registrable Securities held by all VS Investors may notify (the "Initiating Holders"), that the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in effect the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and (such a written request being hereinafter referred to qualify such as a "Demand Registration") of any of the Registrable Securities, the Company will promptly give written notice to all other holders of Registrable Securities for sale that a Demand Registration has been received. For a period of 15 days following delivery of such notice, the other holders of Registrable Securities may request that the Company also register their Registrable Securities and after the expiration of such 15 day period, the Company shall notify all holders of Registrable Securities of the number of Registrable Securities to be registered. Thereupon, the Company will use its best efforts to cause the prompt registration under any state blue sky lawthe Securities Act, subject to the provisions of this Section 7, of all Registrable Securities which the holders thereof have requested the Company to register,-and in connection therewith, prepare and file on such appropriate form as the Company, in its reasonable discretion, shall determine, a Registration Statement under the Securities Act to effect such registration; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for Demand Registration unless the holders market value of the Registrable Securities as a groupto be sold in any such Demand Registration shall be estimated to be at least $7,500,000 at the time of the filing of such Registration Statement. Notwithstanding anything With respect to the contrary contained hereinany Registration Statement filed, or to be filed, pursuant to this Section 7.01(a), if the Company receives shall furnish to the holders of Registrable Securities a request certified resolution of the Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, recapitalization or other similar corporate activity, or the unavailability for registration under this Section 2reasons beyond the Company's control of any required audited financial statements, then or any other event or condition of similar significance to the Company) be materially disadvantageous (ia "Disadvantageous Condition") to the Company may advise or its stockholders for such a Registration Statement to be maintained Effective, or to be filed and become Effective, and setting forth the requesting Investorsgeneral reasons for such judgment, within fifteen the Company shall be entitled to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or, in the event no Registration Statement has yet been filed, shall be entitled not to file any such Registration Statement, until such Disadvantageous Condition no longer exists (15) days notice of its which the Company shall promptly deliver to all holders of Registrable Securities). Upon receipt of any such notice of a Disadvantageous Condition, such holders of Registrable Securities will forthwith discontinue use of the disclosure document contained in such Registration Statement and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder's possession, of the disclosure document then covering such Registrable Securities current at the time of receipt of such requestnotice, that it intends to file a registration statement for and, in the primary issuance event no Registration Statement has yet been filed, all drafts of securities in an underwritten public offering, and (ii) assuming the disclosure document covering such Registrable Securities. In the event that the Company files such registration statement within seventy-five (75) days shall give any notice of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In additiona Disadvantageous Condition, the Company shall at such time as it in good xxxxx xxxxx appropriate file a new Registration Statement covering the Registrable Securities that were covered by such withdrawn Registration Statement, and such Registration Statement shall be maintained Effective for such time as may postpone be necessary so that the filing or the period of effectiveness of any registration statement pursuant to this Sectionsuch new Registration Statement, when aggregated with the period during which such initial Registration Statement was Effective, shall be such time as may be otherwise required by Section 7.01(c).

Demand Registrations. (a) At any time after the date hereof18 month anniversary of the closing of a Public Offering, Audax and its Affiliates will have the right by written notice delivered to the Company (xa "DEMAND NOTICE") to require the Company to register (a Majority Interest "DEMAND REGISTRATION") under and in accordance with the provisions of the Securities Act shares of Common Stock held by Audax, unless, at the time of such Demand Notice, all of the shares of Common Stock requested to be registered pursuant hereto are eligible for resale in accordance with Rule 144 within a three-month period. The Demand Notice will state the number of shares of Common Stock held by Audax requested to be registered. The Company will have no obligation to effectuate more than one Demand Registration pursuant to this Section 5.1; PROVIDED, HOWEVER, that in determining the number of Demand Registrations to which Audax and its Affiliates are entitled, there shall be excluded any Demand Registration (1) that does not become effective or is not maintained effective for the period required pursuant to Section 5.4(a) or (y2) VS Investors holding a majority that is an underwritten registration if the total number of shares of Common Stock registered in such offering by Audax (the "REGISTERED SHARES") is less than 75% of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause number of shares of Common Stock requested to be offered for public sale all or any portion included therein by Audax (the "ORIGINAL REQUESTED SHARES"); PROVIDED, HOWEVER, that in such event, Audax may only exercise its right to request an additional Demand Registration pursuant to this clause (2)(A) one time with respect to a maximum number of their Registrable Securities shares of Common Stock equal to the difference between the Original Requested Shares and the Registered Shares (representing such requested number of shares of Common Stock, the "ADDITIONAL REQUESTED SHARES") and (B) if such Additional Requested Shares would reasonably be expected to result in aggregate gross proceeds from such offering proceeds aggregating of not less than $10 5.0 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section.

Demand Registrations. (a) At any time after the date hereof, (x) a Majority Interest The Stockholders holding 50% or (y) VS Investors holding a majority more of the then remaining Registrable Securities held by all VS Investors Stock may notify jointly request the Company that they intend to offer or cause to be offered for public sale all register under the Securities Act on Form S-3 or any portion of their Registrable Securities (representing offering proceeds aggregating successor form thereto all, but not less than $10 million) all, of the shares of Registrable Stock held by such Stockholders for sale in the manner specified in such requestnotice; provided that the Company is a registrant then entitled to use -------- ---- Form S-3 or any successor form thereto to register such shares. Upon receipt of such requesta request by Stockholders holding 50% or more of the then remaining Registrable Stock, the Company shall promptly deliver within five days of the receipt thereof give notice to all Stockholders and shall, subject to the limitations of this Section 3, use its best efforts to effect such a registration as soon as practicable and in any event to file within 75 days of such a request to a registration statement under the 1933 Act covering all Persons holding the Registrable Securities who Stock which the Stockholders shall then have thirty (30) days to notify the Company in writing of their desire request to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to have such registration statement become effective, the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty 3(a): (180i) during the period starting with the date 60 days prior to the Company's estimated date of filing of, and ending on the date six months immediately following the effective date of, any registration statement pertaining to the securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that the Company is actively employing in good -------- ---- faith all reasonable efforts to cause such registration statement to become effective; and (ii) if the Company shall furnish to the Stockholder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be significantly detrimental to the Company or its shareholders, provided that any impact on the stock price that such an offer would cause will not be considered detrimental to the shareholders for a registration statement to be filed in the near future, in which event the Company's obligation to use all reasonable efforts to register, qualify or comply under this Section 3(b) shall be deferred for a period not to exceed 90 days from the date of receipt of written request from the Stockholders; provided that the Company may not utilize this right more than -------- ---- once in any 12-month period. The Company will use its best efforts to insure that each registration filed pursuant to this Section 3(a) remain in effect for 120 days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Sectionfiling.

Demand Registrations. (a) At Subject to Section 7.3, at any time after following the eighteen-month anniversary of the Closing (or with respect to a registration that would become effective following such eighteen-month anniversary, following the seventeen-month anniversary of the Closing or at any time following the occurrence of an event described in Section 6.1(b)), DoCoMo may, on not more than seven (7) separate occasions in the aggregate, and on not more than six (6) separate occasions with respect to any Registrable Securities other than Registrable Securities issued pursuant to Section 4.3 (h) hereof, require (i) prior to the Spin-off, AT&T to file a registration statement under the Securities Act in respect of all or a portion of DoCoMo’s Registrable Securities or (ii) following the Spin-off, AT&T Wireless to file a registration statement under the Securities Act in respect of all or a portion of DoCoMo’s Registrable Securities; provided, in each case, that such request involves Registrable Securities having an aggregate Market Value on the date of delivery of such request of at least $500 million (provided that, with respect to a registration statement which relates solely to Registrable Securities issued pursuant to Section 4.3(h) hereof, such request shall be for (xi) a Majority Interest that number of Registrable Securities equal to the number of Registrable Securities originally issued to DoCoMo pursuant to Section 4.3(h) hereof or (yii) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion with an aggregate Market Value of their Registrable Securities (representing offering proceeds aggregating not less than $10 million300 million )) in by delivering to the manner specified in Issuer written notice stating that such request. Upon receipt right is being exercised, specifying the number of such request, the Company shall promptly deliver notice shares of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire Current Wireless Tracking Stock or AT&T Wireless Common Stock to be included in such registration. If registration (the request for registration contemplates shares subject to such request, the “Demand Shares”) and describing the intended method of distribution thereof, which may include an underwritten public offeringoffering (a “Demand Request”). Upon receiving a Demand Request, the Company Issuer shall state (i) use all reasonable efforts to file as promptly as reasonably practicable a registration statement on such form as it may reasonably deem appropriate (provided that in no event shall the written notice and in Issuer be obligated to register any securities on a “shelf” registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) providing for the registration of the sale of such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering Demand Shares pursuant to the extent provided herein. The Company shall expeditiously prepare intended method of distribution (a “Demand Registration”) and file(ii) after the filing of an initial version of the registration statement, and use its all reasonable best efforts to cause to become effective, the such registration statement for all Registrable Securities whose holders request participation in such registration to be declared effective under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days promptly as practicable after the effective date of filing of such registration statement. DoCoMo (including any transferee to which DoCoMo shall have transferred registration rights as permitted hereunder) may not exercise more than one Demand Request in any 7½ month period. In additionthe event that a Demand Request is delivered to AT&T prior to the Spin-off, but the Company may postpone Demand Shares are not registered by the filing or time of consummation of the effectiveness Spin-off, such Demand Request shall be deemed withdrawn and shall not count for the purposes of any registration statement pursuant determining the number of Demand Registrations to this Sectionwhich DoCoMo is entitled hereunder.

Demand Registrations. (a) At any time after the earlier of (i) the 3rd anniversary of the date hereofhereof or (ii) the date of the Company's initial public offering of its Common Stock pursuant to an effective registration under the Securities Act (the "IPO"), (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale sale, and request that the Company register under the Securities Act for public sale, all or any portion of their the Registrable Securities (representing offering proceeds aggregating not less than $10 million) held by the Investors in the manner specified in such requestnotice; provided, however, that in the case of such a request pursuant to clause(ii) above, such registration may not become effective prior to the date which is the earlier of six (6) months after the date of the Company's IPO and the date that any applicable Holdback Period (as defined hereinafter) or other lockup period applicable to such IPO expires. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to have Registrable Securities held by them included in such registration (which response shall specify the number of Registrable Securities proposed to be included in such registration). If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate include Registrable Securities in such registration shall be conditioned upon their such Person's participation in such underwritten public offering and the inclusion of their such Person's Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and will use its commercially reasonable best efforts to cause to become effective, expeditiously effect the registration statement for all Registrable Securities whose holders request participation in such registration under the Securities Act of all Registrable Securities of each holder who requested inclusion of such holders Registrable Securities in such registration and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than two (2) times registrations pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the Registrable Securities as a grouprequests under this Section 2(a). Notwithstanding anything to the contrary contained herein, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty sixty (18060) days after the effective date of such a registration statementstatement filed by the Company covering a firm commitment underwritten public offering. In addition, the The Company may postpone the filing or the effectiveness of any registration statement required to be filed pursuant to this SectionSection 2 for a reasonable time period, provided that such postponements shall not exceed sixty (60) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Company is then in possession of material non-public information the disclosure of which the Board of Directors has determined would have a material adverse effect upon the Company or its then current business plans. A registration will not count as a requested registration under this Section 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating holders; provided, however, that a majority in interest of the participating holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but not yet been declared effective, and a majority in interest of such holders may thereafter request the Company to reinstate such Registration Statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2(a);