Common use of Demand Rights Clause in Contracts

Demand Rights. At any time on or after January 1, 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) shall have the right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) of the then-outstanding Registrable Securities held by GEPIF and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in the Underwritten Offering. Promptly upon receipt of the written notice, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day period.

Demand Rights. At any time After the expiration of the Lock-Up Period, in the event the Company ceases to be eligible to register Registrable Securities on Form S-3 or after January 1has failed to perform its obligations under Section 2(a), 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) the CD&R Stockholders shall have the right to dispose require the Company to file a registration statement under the Securities Act in respect of all or a portion of Registrable Securities owned by the CD&R Stockholders, which may, for the avoidance of doubt, include an Underwritten Offering (so long as such request covers at least $25,000,000 worth of the then current value of shares of Common Stock (including, for purposes of such determination, any shares of Common Stock issuable upon conversion of shares of Preferred Stock (including shares of Preferred Stock issued as dividends thereon as permitted under the terms of the Certificate of Designations))), by delivering to the Company written notice stating that such right is being exercised, specifying the number of Registrable Securities owned by the CD&R Stockholders to be included in such registration, and describing the intended method of distribution thereof (each, a “Demand Request” and any registration effected pursuant thereto, a “Demand Registration”). Notwithstanding the foregoing, the Company shall not be required to file any Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself a Demand Request within 90 days after the effective date of a previous Demand Registration or any other Holders) (i) gross proceeds previous Registration Statement in which the holders of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) of were given piggyback rights pursuant to Section 3 in which there was no reduction in the then-outstanding Registrable Securities held by GEPIF and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount number of Registrable Securities to be included included, and in each case, in which the Underwritten Offering. Promptly upon receipt sale of the written notice, the Partnership Registrable Securities included therein was consummated. The Company shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership comply with the Managing Underwriter or Underwriters selected by applicable provisions of the Partnership, which shall include, among other provisions, indemnities Securities Act with respect to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of all Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to covered by the Partnership Demand Registration in its sole and absolute discretion); provided, further, that if accordance with the Partnership or any intended methods of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of by the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodCD&R Stockholders.

Demand Rights. At Subject to the terms and conditions of this Agreement, including, without limitation, those in the next succeeding sentence, from and after the date that the Company consummates the transactions contemplated by the Merger Agreement, from time to time, at any time on the Company is not in compliance with its obligations under Section 2.2 to file and maintain the effectiveness of a Shelf Registration Statement, if GFI Representative or after January 1, 2025, and prior to December 31, 2029, GEPIF the Sponsor provides notice (on behalf a “Demand”) requesting that the Company effect the Registration (a “Demand Registration”) under the Securities Act of itself and any other Holders) shall have or all of the right to dispose of Seller Registrable Securities or Sponsor Registrable Securities, as the case may be, (the “Demanding Holders”), which Demand shall specify the number of such Registrable Securities to be registered by the Demanding Holders and the intended method or methods of disposition of such Registrable Securities, the Company shall use its commercially reasonable efforts to effect, as promptly as practicable, the registration of the offer and sale of such Registrable Securities under the Securities Act and applicable state securities laws, under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects on such form as may be permitted under SEC Guidance (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) of the then-outstanding Registrable Securities held by GEPIF and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in the Underwritten Offering. Promptly upon receipt of the written notice, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall includebe on Form S-3 or Form S-3ASR, among other provisions, indemnities to the effect and to the extent provided in Section 2.08permitted by SEC Guidance), and shall take all to keep such other reasonable actions Registration Statement (the “Demand Registration Statement”) effective for so long as are requested by the Managing Underwriter or Underwriters in order is necessary to expedite or facilitate permit the disposition of such Registrable Securities; provided, howeverin accordance with the intended method or methods of disposition stated in such Demand. At any time and from time to time after the date hereof, GEPIF (i) the GFI Representative shall have the right to initiate up to six (6) Demand Registrations hereunder on behalf of itself the Holders of Seller Registrable Securities and (ii) the other Holders) Sponsor shall have the right to exercise the demand registration rights set forth in this Section 2.03 not more than initiate up to three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (Demand Registration hereunder on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf Holders of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Sponsor Registrable Securities; provided, furtherthat in each case, (i) the aggregate amount of Registerable Securities that may gross proceeds reasonably anticipated to be included generated from the offering subject to such Demand Registration (as determined in an Underwritten Offering pursuant to a demand good faith by the relevant Demanding Holders and their Underwriters) equals or exceeds $15,000,000, unless such registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if include all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Sponsor Registrable Securities to or Seller Registrable Securities, as the extent consented to case may be, then owned by such Demanding Holder, as the Partnership in its sole case may be, and absolute discretion); provided, further, that if (ii) the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should Company will not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right required to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03effect more than one Demand Registration in any consecutive 90-day period; provided, however, that a Demand Registration shall not be counted for such purposes unless the Partnership Demand Registration Statement shall have been deemed effective in accordance with Section 2.1(b) of this Agreement. A Demand Registration Statement may only suspend be for an offering of securities on a delayed or continuous basis under Rule 415 of the Securities Act and shall be on such demand appropriate form that the Company is eligible to use pursuant to SEC Guidance as shall be selected by the Company and as shall permit the intended method or methods of distribution specified by the Demanding Holders, including a distribution to, and resale by, the partners, equityholders or Affiliates of the Demanding Holders. At the request of the Demanding Holders, the “Plan of Distribution” section of any Registration Statement filed in respect of a Demand Registration or Shelf Registration (as defined below) shall permit, in addition to firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including agented transactions, block trades, sales directly into the market, purchases or sales by brokers, derivative transactions, short sales, stock loan or stock pledge transactions and sales not involving a Public Offering (each, an “Alternative Transaction”). The Underwriter or Underwriters selected for any Underwritten Offering registered pursuant to a Demand shall be selected in accordance with Section 2.7(f). Upon receipt of a Demand, the Company shall promptly give written notice of such Demand to each other Holder of Registrable Securities in the manner provided in Section 2.3, and the Company shall, subject to Section 2.1(c), use its commercially reasonable efforts to effect the registration on a Demand Registration Statement under the Securities Act of the offer and sale of the Registrable Securities that the Holders, whether in connection with the exercise of Demand rights pursuant to Section 2.1 or piggyback rights pursuant to Section 2.3 below, have requested the Company to register; provided, that the Company may also include in such Demand Registration Statement securities to be sold for its own account, subject to Section 2.1(c). The Holders of Subscriber Registrable Securities shall have no right to require include Subscriber Registrable Securities in a Demand Registration to the Partnership extent such Subscriber Registrable Securities are subject to conduct an Underwritten Offering effective registration statement filed in accordance with the terms of the Warrant Agreement. The rights of Holders with respect to a Demand shall be subject to Suspension Periods, as provided in Section 2.5. The terms and conditions of any customary underwriting or purchase arrangements pursuant to this Section 2.03 once which Registrable Securities shall be sold in any six-month period and a Demand shall be approved by the Demanding Holders holding a majority of the Registrable Securities included in no event the Demand Registration Statement for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodthe Demanding Holders.

Demand Rights. At any time on or following the 180th day after January 1, 2025the date of the final prospectus for the IPO, and prior regardless of the effectiveness of the Shelf Registration Statement, subject to December 31Section 2(g) hereof, 2029, GEPIF (on behalf of itself and any other Holders) the Required Holders shall have the right to dispose require the Company to file an unlimited number of registration statements under the Securities Act in respect of all or a portion of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects owned by the Required Holders (for itself or any other Holders) (i) gross proceeds of so long as such request covers at least $100 25 million from worth of the market value of shares of Common Stock at the time of the Demand Request or such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such lesser amount if all Registrable Securities represent one hundred percent (100%) of the then-outstanding Registrable Securities held available for sale by GEPIF and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any all Required Holders pursuant to such demand registration right statement are requested to be included), by delivering a to the Company written notice to stating that such right is being exercised, specifying the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount number of Registrable Securities owned by the Required Holders to be included in such registration, and describing the Underwritten Offeringintended method of distribution thereof (each, a “Demand Request” and any registration effected pursuant thereto, a “Demand Registration”). Promptly upon Within five (5) Business Days after receipt of the written noticeany such request for a Demand Registration, the Partnership Company shall enter into an underwriting agreement in a form give written notice of such request to all Required Holders that is customary in Underwritten Offerings of securities by did not make the Partnership with Demand Request, if any, and the Managing Underwriter or Underwriters selected by the PartnershipCompany shall, which shall include, among other provisions, indemnities subject to the effect and to the extent provided in provisions of Section 2.082(f) hereof, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included include in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of registration the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities of Holder(s) making the Demand Request and any Required Holder(s) that would be outstanding as shall have made a written request to the Company for inclusion of their Registrable Securities in the Issuance Date if all of Demand Registration (which request shall specify the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger maximum number of Registrable Securities intended to be sold by such Required Holder) and with respect to which the extent consented Company has received written requests for inclusion therein within five (5) Business Days after the date the Company’s notice was delivered. As soon as reasonably practicable after receipt by the Company of a Demand Request (and in any event within twenty (20) Business Days after the receipt of a Demand Request, unless a longer period is agreed to by the Partnership Required Holders that made the Demand Request), the Company shall, subject to the other provisions of this Agreement (including Section 2(g)), file with the SEC one or more registration statements with respect to all such Registrable Securities with respect to which the Company has received written requests for inclusion therein in its sole and absolute discretionaccordance with this paragraph under the Securities Act (it being agreed that such Registration Statement shall be an Automatic Shelf Registration Statement, if then available to the Company); provided, further, that if . The Company shall use reasonable best efforts to cause such Registration Statement to be declared effective by the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction SEC as soon as reasonably practicable after the filing thereof. The Company shall comply with a third party, (B) is conducting or actively pursuing a securities offering the applicable provisions of the Partnership’s Common Units Securities Act with anticipated gross offering proceeds respect to the disposition of at least $100 million (other than all Registrable Securities covered by the Demand Registration in connection accordance with any at-the-market offering or similar continuous offering program), or (C) is in possession the intended methods of material nonpublic information affecting disposition by the Common Units Required Holders that made the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodDemand Request.

Demand Rights. At Subject to the terms and conditions of this Agreement, including those in the next succeeding sentence, from and after the date that the Company consummates the transactions contemplated by the Purchase Agreement, from time to time, at any time on or after January 1the Company is not in compliance with its obligations under Section 2.2 to file and maintain the effectiveness of a Shelf Registration Statement, 2025, and prior to December 31, 2029, GEPIF (on behalf if the Holders of itself and any other Holders) shall have at least 25% of the right to dispose of Registrable Securities provide notice (a “Demand”) requesting that the Company effect the Registration (a “Demand Registration”) under the Securities Act of any or all of the Registrable Securities, as the case may be (the “Demanding Holders”), which Demand shall specify the number of such Registrable Securities to be registered by the Demanding Holders and the intended method or methods of disposition of such Registrable Securities, the Company shall use its commercially reasonable efforts to effect, as promptly as practicable, the registration of the offer and sale of such Registrable Securities under the Securities Act and applicable state securities laws, under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects on such form as may be permitted under SEC Guidance (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) of the then-outstanding Registrable Securities held by GEPIF and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in the Underwritten Offering. Promptly upon receipt of the written notice, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall includebe on Form S-3 or Form S-3ASR, among other provisions, indemnities to the effect and to the extent provided in Section 2.08permitted by SEC Guidance), and shall take all to keep such other reasonable actions Registration Statement (the “Demand Registration Statement”) effective for so long as are requested by the Managing Underwriter or Underwriters in order is necessary to expedite or facilitate permit the disposition of such Registrable Securities; provided, howeverin accordance with the intended method or methods of disposition stated in such Demand. At any time and from time to time after the date hereof, GEPIF a Holder shall have the right (to initiate up to three Demand Registration hereunder on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering Holders of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, furtherthat in each case, (i) the aggregate amount of Registerable Securities that may gross proceeds reasonably anticipated to be included generated from the offering subject to such Demand Registration (as determined in an Underwritten Offering pursuant to a demand good faith by the relevant Demanding Holders and their Underwriters) equals or exceeds $25,000,000, unless such registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if include all of the Non-Voting NEP Common Units issued on Registrable Securities, as the Issuance Date were converted on case may be, then owned by such Issuance Date into Common Units Demanding Holder, as the case may be, and (or such larger number of Registrable Securities to ii) the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should Company shall not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right required to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03effect more than one Demand Registration in any consecutive 120-day period; provided, however, that a Demand Registration shall not be counted for such purposes unless the Partnership Demand Registration Statement shall have been deemed effective in accordance with Section 2.1(b). A Demand Registration Statement may only suspend be for an offering of securities on a delayed or continuous basis under Rule 415 of the Securities Act and shall be on such demand registration right appropriate form that the Company is eligible to require use pursuant to SEC Guidance as shall be selected by the Partnership Company and as shall permit the intended method or methods of distribution specified by the Demanding Holders, including a distribution to, and resale by, the partners, equityholders or Affiliates of the Demanding Holders. At the request of the Demanding Holders, the “Plan of Distribution” section of any Registration Statement filed in respect of a Demand Registration or Shelf Registration (as defined below) shall permit, in addition to conduct firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including agented transactions, block trades, sales directly into the market, purchases or sales by brokers, derivative transactions, short sales, stock loan or stock pledge transactions and sales not involving a Public Offering (each, an “Alternative Transaction”). The Underwriter or Underwriters selected for any Underwritten Offering registered pursuant to this a Demand shall be selected in accordance with Section 2.03 once 2.7(f). Upon receipt of a Demand, the Company shall promptly give written notice of such Demand to each other Holder of Registrable Securities in the manner provided in Section 2.3, and the Company shall, subject to Section 2.1(c), use its commercially reasonable efforts to effect the registration on a Demand Registration Statement under the Securities Act of the offer and sale of the Registrable Securities that the Holders, whether in connection with the exercise of Demand rights pursuant to Section 2.1 or piggyback rights pursuant to Section 2.3 below, have requested the Company to register; provided, that the Company may also include in such Demand Registration Statement securities to be sold for its own account, subject to Section 2.1(c). The rights of Holders with respect to a Demand shall be subject to Suspension Periods, as provided in Section 2.5. The terms and conditions of any six-month period and customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in no event a Demand shall be approved by the Demanding Holders holding a majority of the Registrable Securities included in the Demand Registration Statement for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodthe Demanding Holders.

Demand Rights. At Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time on upon written notice delivered by a Principal Stockholder (a “Demand”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or after January 1, 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) shall have the right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) all of the then-outstanding Registrable Securities held by GEPIF such Principal Stockholder, which Demand shall specify the number and any applicable Selling Holder. GEPIF (on behalf type of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in such registration and the Underwritten Offering. Promptly upon receipt intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to all other Holders and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lock-up agreements delivered pursuant to the underwriting agreement relating to the IPO, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Principal Stockholder in the Demand, and (ii) all other Registrable Securities which the Company has been requested to register for sale by such Holders by written noticerequest given to the Company within 10 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in each case subject to Section 2.1(f), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the Partnership right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided in this Agreement, and all Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 2.7) enter into an underwriting agreement in a customary form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter underwriter or Underwriters underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all for such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodunderwriting.

Demand Rights. At any time In the event the Company ceases to be eligible to register Registrable Securities on Form S-3 or after January 1has failed to perform its obligations under Section 2(a) or otherwise does not have an effective Shelf Registration Statement, 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) the Stockholders shall have the right on one occasion in any calendar year to dispose require the Company to file a registration statement under the Securities Act in respect of all or a portion of Registrable Securities under owned by the Stockholders (so long as such request covers at least $100,000,000 (or $50,000,000, in the case of a Block Sale) worth of the then current value of shares of Class A Common Stock (including, for the avoidance of doubt, any such shares received on conversion of any Class 1 Common Stock) or all of the shares of Class A Common Stock of the requesting Stockholder(s)), by causing WildStar to deliver to the Company written notice stating that such right is being exercised, specifying the number of Registrable Securities owned by the Stockholders to be included in such registration, and describing the intended method of distribution thereof (each, a “Demand Request” and any registration effected pursuant thereto, a “Demand Registration”). Upon receipt of a Demand Request in accordance herewith, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Securities as requested to be so registered as promptly as reasonably practicable and in any event within 20 Business Days of such Demand Request and (ii) to cause such Demand Registration Statement to be declared effective by the SEC as promptly as reasonably practicable thereafter. Notwithstanding the foregoing, the Company shall not be required to file any Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself a Demand Request within 90 days after the effective date of a previous Demand Registration or of any other Holders) (i) gross proceeds previous Registration Statement in which the holders of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) of were given piggyback rights pursuant to Section 3 in which there was no reduction in the then-outstanding Registrable Securities held by GEPIF and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount number of Registrable Securities to be included included, and, in each case, in which the Underwritten Offering. Promptly upon receipt sale of the written notice, the Partnership Registrable Securities included therein was consummated. The Company shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership comply with the Managing Underwriter or Underwriters selected by applicable provisions of the Partnership, which shall include, among other provisions, indemnities Securities Act with respect to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of all Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to covered by the Partnership Demand Registration in its sole and absolute discretion); provided, further, that if accordance with the Partnership or any intended methods of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of by the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodStockholders.

Demand Rights. At any time After the expiration of the Lock-up Period, in the event the Company ceases to be eligible to register Registrable Securities on Form S-3 or after January 1has failed to perform its obligations under Section 2(a), 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) the CD&R Stockholders shall have the right on two (2) occasions (less the number of any Marketed Underwritten Shelf Offerings requested pursuant to dispose Section 2(b)) to require the Company to file a registration statement under the Securities Act in respect of all or a portion of Registrable Securities under owned by the CD&R Stockholders (so long as such request covers at least $25,000,000 worth of the then current value of shares of Common Stock), by delivering to the Company written notice stating that such right is being exercised, specifying the number of Registrable Securities owned by the CD&R Stockholders to be included in such registration, and describing the intended method of distribution thereof (each, a “Demand Request” and any registration effected pursuant thereto, a “Demand Registration”). Notwithstanding the foregoing, the Company shall not be required to file any Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself a Demand Request within 90 days after the effective date of a previous Demand Registration or any other Holders) (i) gross proceeds previous Registration Statement in which the holders of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) of were given piggyback rights pursuant to Section 3 in which there was no reduction in the then-outstanding Registrable Securities held by GEPIF and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount number of Registrable Securities to be included included, and in each case, in which the Underwritten Offering. Promptly upon receipt sale of the written notice, the Partnership Registrable Securities included therein was consummated. The Company shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership comply with the Managing Underwriter or Underwriters selected by applicable provisions of the Partnership, which shall include, among other provisions, indemnities Securities Act with respect to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of all Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to covered by the Partnership Demand Registration in its sole and absolute discretion); provided, further, that if accordance with the Partnership or any intended methods of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of by the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodCD&R Stockholders.

Demand Rights. At Subject to the terms and conditions of this Agreement (including Section 2.1(b)), (I) at any time, upon written notice delivered by a Founder Registration Party or (II) at any time on after the date that is 180 days after the date of this Agreement, upon written notice delivered by an Other Holder Registration Party (in each case, a “Demand”), in each case requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or after January 1, 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) shall have the right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) all of the then-outstanding Registrable Securities held by GEPIF such Registration Party, which Demand shall specify the number and any applicable Selling Holder. GEPIF (on behalf type of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in such registration and the Underwritten Offering. Promptly upon receipt intended method or methods of disposition of such Registrable Securities, the Company shall use its reasonable best efforts to promptly (but in any event within 10 days of such Demand) give written notice of such Demand to all other Holders and shall use its reasonable best efforts to promptly file the appropriate registration statement with the SEC and use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in the Demand, and (ii) all other Registrable Securities which the Company has been requested to register for sale by such other Holders by written request given to the Company within 20 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in each case subject to Section 2.1(f), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the written noticeRegistrable Securities to be so registered for sale. Notwithstanding the foregoing, in the Partnership event the method of disposition is an underwritten offering, (x) the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise agreed by the Holders with a majority of the Registrable Securities participating in the registration and by the requesting Registration Party) to the extent provided in this Agreement and (y) all Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in a customary form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter underwriter or Underwriters underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all for such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodunderwriting.

Demand Rights. At any time on or after January 1, 2025time, and prior from time to December 31time, 2029after the nine-month anniversary of the Effective Date, GEPIF Holders holding at least 20% of the Registrable Securities then outstanding (on behalf of itself and any other the “Initiating Demand Holders”) shall have may deliver to the right to dispose Company a written notice (a “Demand Registration Notice”) requesting that the Company effect the registration under the Securities Act of Registrable Securities under held by such Holders having a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects anticipated net aggregate offering price (for itself or any other Holdersafter deduction of underwriter discounts and commissions and offering expenses) (i) gross proceeds of at least $100 20 million from (or, if such Underwritten Offering or (ii) gross proceeds Registrable Securities constitute all remaining Registrable Securities beneficially owned by the Initiating Demand Holders that initiated the applicable registration, of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent 10 million) (100%the “Demand Registration Threshold”) as determined in good faith by the Company at the time of the then-outstanding Registrable Securities held by GEPIF and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in the Underwritten Offering. Promptly upon its receipt of the written notice, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the PartnershipDemand Registration Notice, which Demand Registration Notice shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of specify the aggregate number of Registrable Securities that would requested to be outstanding as registered and the proposed method of distribution thereof. Upon receipt of the Issuance Date Demand Registration Notice, subject to Section 3(d), the Company will use its reasonable efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than 60 days following receipt of such notice (or, if the Company shall be legally prohibited from making such a filing, as soon thereafter as is legally permissible), a Registration Statement and related Prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by the Initiating Demand Holders and the Holders that elect to register their Registrable Securities as provided below, of all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities requested to be registered by such Holders (the extent consented “Demand Registration Statement”), and agrees (subject to Section 8, Section 9 and Section 11) to use reasonable efforts to cause the Demand Registration Statement to be declared effective by the Partnership in its sole and absolute discretion); provided, further, that if SEC as soon as practicable following the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodfiling thereof.

Demand Rights. At (a) Upon written request of Shareholder made at any time on or after January 1time, 2025the Company shall, under the terms and subject to the conditions set forth in this SECTION 2.2, and prior SECTIONS 2.3 and 2.4, file (and use its reasonable efforts to December 31cause to become effective) a registration statement covering, 2029and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the various states of the United States as may be requested by Shareholder (except any such state in which, GEPIF (on behalf in the opinion of itself the managing underwriter of the offering, the failure to so qualify would not materially and any other Holders) shall have adversely affect the right proposed offering or in which the Company would be required to dispose submit to general jurisdiction to effect such registration), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (Securities, as may be designated by Shareholder in its request, or that portion thereof designated in said request for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) registration in each of the then-outstanding Registrable Securities held by GEPIF and any applicable Selling HolderDesignated Jurisdictions (as defined below). GEPIF (on behalf of itself and any other Holders) A request for registration under this SECTION 2.2 shall exercise any such demand registration right by delivering a written notice to specify the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount number of Registrable Securities to be included registered, the jurisdictions in the Underwritten OfferingUnited States in which such registration is to be effected (the "DESIGNATED JURISDICTIONS") and the proposed manner of sale, including the name and address of any proposed underwriter. Promptly upon receipt of the written notice, the Partnership The principal underwriter or underwriters for any such offering shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters be selected by Shareholder, subject to the PartnershipCompany's approval, which shall include, among may not be unreasonably withheld or delayed. Notwithstanding any other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth provision in this Section 2.03 Section, Shareholder shall not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible be permitted to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to make a demand for registration right exercised pursuant to this Section 2.03 shall not exceed one-third of unless the aggregate number of Registrable Securities that would covered by such demand is at least 2,500,000 shares of Common Stock (or securities convertible into such number of shares of Common Stock) (as such number may be outstanding as appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of the Issuance Date if all Company including, without limitation, an adjustment to take account of the Nonfive-Voting NEP Common Units issued for-one reverse stock split proposed for approval at the Company's 2002 annual meeting of stockholders) or such lesser number of shares as would yield gross proceeds of not less than $2 million based on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering average closing price of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting Stock over the Common Units that ten trading day period immediately preceding the Partnership has determined, in the best interests date of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodwritten request hereunder.

Demand Rights. At Subject to the terms and conditions of this Agreement, including those in the next succeeding sentence, from and after the date hereof, from time to time, at any time on or after January 1the Company is not in compliance with its obligations under Section 2.2 to file and maintain the effectiveness of a Shelf Registration Statement, 2025, and prior to December 31, 2029, GEPIF (on behalf if the Holders of itself and any other Holders) shall have at least 25% of the right to dispose of Registrable Securities provide notice (a “Demand”) requesting that the Company effect the Registration (a “Demand Registration”) under the Securities Act of any or all of the Registrable Securities, as the case may be (the “Demanding Holders”), which Demand shall specify the number of such Registrable Securities to be registered by the Demanding Holders and the intended method or methods of disposition of such Registrable Securities, the Company shall use its commercially reasonable efforts to effect, as promptly as practicable, the registration of the offer and sale of such Registrable Securities under the Securities Act and applicable state securities laws, under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects on such form as may be permitted under SEC Guidance (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) of the then-outstanding Registrable Securities held by GEPIF and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in the Underwritten Offering. Promptly upon receipt of the written notice, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall includebe on Form S-3 or Form S-3ASR, among other provisions, indemnities to the effect and to the extent provided in Section 2.08permitted by SEC Guidance), and shall take all to keep such other reasonable actions Registration Statement (the “Demand Registration Statement”) effective for so long as are requested by the Managing Underwriter or Underwriters in order is necessary to expedite or facilitate permit the disposition of such Registrable Securities; provided, howeverin accordance with the intended method or methods of disposition stated in such Demand. At any time and from time to time after the date hereof, GEPIF a Holder shall have the right (to initiate up to three Demand Registration hereunder on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering Holders of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, furtherthat in each case, (i) the aggregate amount of Registerable Securities that may gross proceeds reasonably anticipated to be included generated from the offering subject to such Demand Registration (as determined in an Underwritten Offering pursuant to a demand good faith by the relevant Demanding Holders and their Underwriters) equals or exceeds $10,000,000, unless such registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if include all of the Non-Voting NEP Common Units issued on Registrable Securities, as the Issuance Date were converted on case may be, then owned by such Issuance Date into Common Units Demanding Holder, as the case may be, and (or such larger number of Registrable Securities to ii) the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should Company shall not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right required to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03effect more than one Demand Registration in any consecutive 120-day period; provided, however, that a Demand Registration shall not be counted for such purposes unless the Partnership Demand Registration Statement shall have been deemed effective in accordance with Section 2.1(b). A Demand Registration Statement may only suspend be for an offering of securities on a delayed or continuous basis under Rule 415 of the Securities Act and shall be on such demand registration right appropriate form that the Company is eligible to require use pursuant to SEC Guidance as shall be selected by the Partnership Company and as shall permit the intended method or methods of distribution specified by the Demanding Holders, including a distribution to, and resale by, the partners, equityholders or Affiliates of the Demanding Holders. At the request of the Demanding Holders, the “Plan of Distribution” section of any Registration Statement filed in respect of a Demand Registration or Shelf Registration (as defined below) shall permit, in addition to conduct firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including agented transactions, block trades, sales directly into the market, purchases or sales by brokers, derivative transactions, short sales, stock loan or stock pledge transactions and sales not involving a Public Offering (each, an “Alternative Transaction”). The Underwriter or Underwriters selected for any Underwritten Offering registered pursuant to this a Demand shall be selected in accordance with Section 2.03 once 2.7(f). Upon receipt of a Demand, the Company shall promptly give written notice of such Demand to each other Holder of Registrable Securities in the manner provided in Section 2.3, and the Company shall, subject to Section 2.1(c), use its commercially reasonable efforts to effect the registration on a Demand Registration Statement under the Securities Act of the offer and sale of the Registrable Securities that the Holders, whether in connection with the exercise of Demand rights pursuant to Section 2.1 or piggyback rights pursuant to Section 2.3 below, have requested the Company to register; provided, that the Company may also include in such Demand Registration Statement securities to be sold for its own account, subject to Section 2.1(c). The rights of Holders with respect to a Demand shall be subject to Suspension Periods, as provided in Section 2.5. The terms and conditions of any six-month period and customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in no event a Demand shall be approved by the Demanding Holders holding a majority of the Registrable Securities included in the Demand Registration Statement for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodthe Demanding Holders.

Demand Rights. At (a) Upon written request of the Shareholder made at any time (but subject to the limitations on or after January 1, 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) shall have the right to dispose sales of Registrable Securities in the Investor Agreement), the Company shall, under the terms and subject to the conditions set forth in this Section 2.2, and Sections 2.3 and 2.4, file (and use its reasonable efforts to cause to become effective) a Registration Statement pursuant registration statement covering, and use its reasonable efforts to an Underwritten Offering if GEPIF reasonably expects (qualify for itself sale under the blue sky or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) securities laws of the then-outstanding Registrable Securities held various states of the United States as may be requested by GEPIF and any applicable Selling Holder. GEPIF the Shareholder (on behalf of itself and any other Holders) shall exercise except any such demand state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering or in which the Company would be required to submit to general jurisdiction to effect such registration), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, as may be designated by the Shareholder in its request, or that portion thereof designated in said request for registration right by delivering a written notice to in each of the Partnership specifying that Designated Jurisdictions (x) it is exercising a demand as defined below). A request for registration right, (y) under this Section 2.2 shall specify the name of each Selling Holder, and (z) the amount number of Registrable Securities to be included registered, the jurisdictions in the Underwritten OfferingUnited States in which such registration is to be effected (the "Designated Jurisdictions") and the proposed manner of sale, including the name and address of any proposed underwriter. Promptly upon receipt of the written notice, the Partnership The principal underwriter or underwriters for any such offering shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters be selected by the PartnershipShareholder, subject to the Company's approval, which shall include, among may not be unreasonably withheld or delayed. Notwithstanding any other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth provision in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, furtherSection, the aggregate amount of Registerable Securities that may Shareholder shall not be included in an Underwritten Offering pursuant permitted to make a demand for registration right exercised pursuant to this Section 2.03 shall not exceed one-third of unless the aggregate number of Registrable Securities that would covered by such demand is at least 500,000 shares of Common Stock (or securities convertible into such number of shares of Common Stock) (as such number may be outstanding as appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of the Issuance Date if all Company) or such lesser number of shares and Notes as would yield gross proceeds of not less than $2 million based on the average closing price of the Non-Voting NEP Common Units issued Stock over the ten trading day period immediately preceding the date of the written request hereunder (with the gross proceeds of Series B Preferred Stock deemed to be the greater of its liquidation preference on the Issuance Date were converted on date of such Issuance Date demand and the average closing price of the Common Stock into Common Units (or such larger number which it is convertible and the gross proceeds of Registrable Securities debt shall be deemed to be the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any greater of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering principal amount and the average closing price of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering programStock into which it is convertible), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day period.

Demand Rights. At Subject to the terms and conditions of this Agreement, from and after the date that the Company consummates the transactions contemplated by the Stock Purchase Agreement, and at any time on at which the Company is not in compliance with its obligations under Section 2.2 to file and maintain the effectiveness of a Shelf Registration Statement, if Seller Representative, Cowen Investments or after January 1, 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) shall have the right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself or any other Holders) (i) gross proceeds Holders of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) a majority-in-interest of the then-outstanding number of Registrable Securities held by GEPIF and (the “Demanding Holders”) provide(s) notice (a “Demand”) requesting that the Company effect the Registration (a “Demand Registration”) under the Securities Act of any applicable Selling Holder. GEPIF (on behalf or all of itself and any other Holders) the Seller Registrable Securities or Founder Registrable Securities, as the case may be, which Demand shall exercise any specify the number of such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in registered by the Underwritten Offering. Promptly upon receipt Demanding Holders and the intended method or methods of disposition of such Registrable Securities, the Company shall use its commercially reasonable efforts to effect, as promptly as practicable, the registration of the written noticeoffer and sale of such Registrable Securities under the Securities Act and applicable state securities laws, the Partnership shall enter into an underwriting agreement in under a Registration Statement on such form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, as may be permitted under SEC Guidance (which shall includebe on Form S-3 or Form S-3ASR, among other provisions, indemnities to the effect and to the extent provided in Section 2.08permitted by SEC Guidance), and shall take all to keep such other reasonable actions Registration Statement (the “Demand Registration Statement”) effective for so long as are requested by the Managing Underwriter or Underwriters in order is necessary to expedite or facilitate permit the disposition of such Registrable Securities; provided, howeverin accordance with the intended method or methods of disposition stated in such Demand. The Company shall, GEPIF within ten (10) Business Days of the Company’s receipt of the Demand, notify, in writing (the “Demand Notice”), all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in the Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within twenty (20) Business Days after the receipt by the Holder of the Demand Notice. Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in a Registration pursuant to a Demand Registration. Under no circumstances shall the right (on behalf of itself and the other Holders) Company be obligated to exercise the demand registration rights set forth in this Section 2.03 not effect more than an aggregate of three (3) times Registrations pursuant to a Demand Registration under this Section 2.1.1 (and not more frequently than once in counting any twelve-month periodDemand Registration initiated solely by Cowen Investments), and only subject to the limitations set forth in the event that either the Partnership has not conducted an Underwritten Offering Section 2.8 of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securitiesthis Agreement; provided, furtherthat in each case, that (i) the aggregate amount of Registerable Securities that may gross proceeds reasonably anticipated to be included generated from the offering subject to such Demand Registration (as determined in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to good faith by the Partnership in its sole relevant Demanding Holders and absolute discretion); providedtheir Underwriters) equals or exceeds $15,000,000, further, that if and (ii) the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should Company will not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right required to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03effect more than one Demand Registration in any consecutive 90-day period; provided, however, that a Demand Registration shall not be counted for such purposes unless the Partnership Demand Registration Statement shall have been deemed effective in accordance with Section 2.1.2 of this Agreement. A Demand Registration Statement may only suspend be for an offering of securities on a delayed or continuous basis under Rule 415 of the Securities Act and shall be on such demand registration right appropriate form that the Company is eligible to require use pursuant to SEC Guidance as shall be selected by the Partnership Company and as shall permit the intended method or methods of distribution specified by the Demanding Holders, including a distribution to, and resale by, the partners, equityholders or Affiliates of the Demanding Holders. At the request of the Demanding Holders, the “Plan of Distribution” section of any Registration Statement filed in respect of a Demand Registration or Shelf Registration (as defined below) shall permit, in addition to conduct firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including agented transactions, block trades, sales directly into the market, purchases or sales by brokers, derivative transactions, short sales, stock loan or stock pledge transactions and sales not involving a Public Offering (each, an “Alternative Transaction”). The Underwriter or Underwriters selected for any Underwritten Offering registered pursuant to this a Demand shall be selected in accordance with Section 2.03 once 3.6. Upon receipt of a Demand, the Company shall promptly give written notice of such Demand to each other Holder of Registrable Securities in the manner provided in Section 2.3, and the Company shall, subject to Section 2.1.3, use its commercially reasonable efforts to effect the registration on a Demand Registration Statement under the Securities Act of the offer and sale of the Registrable Securities that the Holders, whether in connection with the exercise of Demand rights pursuant to Section 2.1 or piggyback rights pursuant to Section 2.3 below, have requested the Company to register; provided, that the Company may also include in such Demand Registration Statement securities to be sold for its own account, subject to Section 2.1.3. The rights of Holders with respect to a Demand shall be subject to Suspension Periods, as provided in Section 2.6. The terms and conditions of any six-month period and customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in no event a Demand shall be approved by the Demanding Holders holding a majority of the Registrable Securities included in the Demand Registration Statement for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodthe Demanding Holders.

Demand Rights. At Subject to the terms and conditions of this Agreement (including Section 2.1(b)), (I) at any time, upon written notice delivered by a Founder Registration Party or (II) at any time on after November 22, 2023, upon written notice delivered by an Other Holder Registration Party (in each case, a “Demand”), in each case requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or after January 1, 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) shall have the right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) all of the then-outstanding Registrable Securities held by GEPIF such Registration Party, which Demand shall specify the number and any applicable Selling Holder. GEPIF (on behalf type of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in such registration and the Underwritten Offering. Promptly upon receipt intended method or methods of disposition of such Registrable Securities, the Company shall use its reasonable best efforts to promptly (but in any event within 10 days of such Demand) give written notice of such Demand to all other Holders and shall use its reasonable best efforts to promptly file the appropriate registration statement with the SEC and use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in the Demand, and (ii) all other Registrable Securities which the Company has been requested to register for sale by such other Holders by written request given to the Company within 20 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in each case subject to Section 2.1(f), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the written noticeRegistrable Securities to be so registered for sale. Notwithstanding the foregoing, in the Partnership event the method of disposition is an underwritten offering, (x) the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise agreed by the Holders with a majority of the Registrable Securities participating in the registration and by the requesting Registration Party) to the extent provided in this Agreement and (y) all Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in a customary form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter underwriter or Underwriters underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all for such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodunderwriting.

Demand Rights. At (a) Upon written request of a Shareholder (an “Exercising Shareholder”) made at any time on or after January 1time, 2025the Company shall, under the terms and subject to the conditions set forth in this Section 2.2, and prior Sections 2.3 and 2.4, file (and use its reasonable efforts to December 31cause to become effective) a registration statement covering, 2029and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the various states of the United States as may be requested by such Exercising Shareholder (except any such state in which, GEPIF (on behalf in the opinion of itself the managing underwriter of the offering, the failure to so qualify would not materially and any other Holders) shall have adversely affect the right proposed offering or in which the Company would be required to dispose submit to general jurisdiction to effect such registration), in accordance with the intended method or methods of disposition set forth in that notice, such number of Registrable Securities as may be designated by such Exercising Shareholder in its request (the “Demand Securities”), or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section 2.2 shall specify the number of Demand Securities to be registered, the jurisdictions in the United States in which such registration is to be effected (the “Designated Jurisdictions”) and the proposed manner of sale, including the name and address of any proposed underwriter. The principal underwriter or underwriters for any such offering shall be selected by the Exercising Shareholder, subject to the Company’s approval, which may not be unreasonably withheld or delayed. Notwithstanding any other provision in this Section, an Exercising Shareholder shall not be permitted to make a Registration Statement demand for registration pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself or any other Holders) (i) gross proceeds this Section unless the number of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Demand Securities represent one hundred percent (100%) of the then-outstanding Registrable Securities held covered by GEPIF and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to (together with the Partnership specifying that (x) it is exercising a demand registration right, (y) the name aggregate number of each Selling Holder, and (z) the amount of Registrable Specified Securities to be included in such registration pursuant to Section 2.1 hereof) is at least 12,500,000 shares of Common Stock (or securities convertible into such number of shares of Common Stock) (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of the Underwritten Offering. Promptly upon receipt Company) or such lesser number of shares as would yield gross proceeds of not less than $2 million based on the average closing price of the Common Stock over the ten trading day period immediately preceding the date of the written notice, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodrequest hereunder.

Demand Rights. At any time on Subject to the terms and conditions of this Agreement (including Section 4.1(b)), upon written notice delivered by Shareholders holding, individually or after January 1in the aggregate, 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) shall have the right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) 5% of the then-outstanding Registrable Securities held by GEPIF and all Shareholders on the date hereof at any applicable Selling Holder. GEPIF time requesting (on behalf of itself and any other Holdersa “Demand”) shall exercise any such demand that the Company effect the registration right by delivering (a written notice to “Demand Registration”) under the Partnership specifying that Securities Act (including (x) it is exercising a demand registration right, to be made on a delayed or continuous basis under Rule 415 under the Securities Act and (y) for the name avoidance of each Selling Holderdoubt, the IPO) of any or all of the Registrable Securities held by such Holder or Holders, which Demand shall specify the number and (z) the amount type of such Registrable Securities to be included in registered and the Underwritten Offering. Promptly upon receipt intended method or methods of the written notice, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities, the Company shall promptly give written notice of such Demand to all other Holders and other Persons who may have piggyback registration rights with respect to such Demand Registration and shall promptly file the appropriate registration statement and use its commercially reasonable efforts to effect the registration under the Securities Act and applicable state securities Laws of (i) the Registrable Securities which the Company has been so requested to register by such Holder or Holders in the Demand, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders thereof by written request given to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities, including whether the intended method of disposition is an underwritten offering), in each case subject to Section 4.1(e), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered. Notwithstanding the immediately foregoing sentence, if the Company has, within the six (6) month period preceding the date of a request for a Demand under this Section 4.1(a), already effected one (1) Demand Registration pursuant to Section 4.1 or a registration under Section 4.3, then the Company shall not be obligated to effect any such registration pursuant to this Section 4.1(a); provided, however, GEPIF that any such registration shall be deemed to have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, been “effected” if the Partnership has conducted such an Underwritten Offering, GEPIF Registration Statement relating thereto (on behalf of itself or other Holdersx) has become or been reduced in declared or ordered effective under the amount Securities Act and any of Registerable the Registrable Securities included in such offering pursuant to Section 2.02(bRegistration Statement have actually been sold thereunder or (y) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to has remained effective for a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds period of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day period180 days.

Demand Rights. At Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time on or after January 1, 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) shall have the right to dispose of Registrable Securities under upon written notice delivered by a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects Party (for itself a “Demand”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) all of the then-outstanding Registrable Securities held by GEPIF such Registration Party, which Demand shall specify the number and any applicable Selling Holder. GEPIF (on behalf type of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in such registration and the Underwritten Offering. Promptly upon receipt intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to all other Registration Parties and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lock-up agreements delivered pursuant to the underwriting agreement relating to the IPO, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in the Demand, and (ii) all other Registrable Securities which the Company has been requested to register for sale by such other Registration Parties by written noticerequest given to the Company within 10 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in each case subject to Section 2.1(f), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the Partnership right of any Registration Party to include Registrable Securities in such registration shall be conditioned upon such Registration Party’s participation in such underwriting and the inclusion of such Registration Party’s Registrable Securities in the underwriting to the extent provided in this Agreement, and all Registration Parties proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 2.7) enter into an underwriting agreement in a customary form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter underwriter or Underwriters underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all for such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodunderwriting.

Demand Rights. At Subject to the terms and conditions of this Agreement, including those in the next succeeding sentence, from and after the date that the Company consummates the transactions contemplated by the Purchase Agreement, from time to time, at any time on or after January 1the Company is not in compliance with its obligations under Section 2.2 to file and maintain the effectiveness of a Shelf Registration Statement, 2025, and prior to December 31, 2029, GEPIF (on behalf if the Holders of itself and any other Holders) shall have at least 25% of the right to dispose of Registrable Securities provide notice (a “Demand”) requesting that the Company effect the Registration (a “Demand Registration”) under the Securities Act of any or all of the Registrable Securities, as the case may be (the “Demanding Holders”), which Demand shall specify the number of such Registrable Securities to be registered by the Demanding Holders and the intended method or methods of disposition of such Registrable Securities, the Company shall use its commercially reasonable efforts to effect, as promptly as practicable, the registration of the offer and sale of such Registrable Securities under the Securities Act and applicable state securities laws, under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects on such form as may be permitted under SEC Guidance (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) of the then-outstanding Registrable Securities held by GEPIF and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in the Underwritten Offering. Promptly upon receipt of the written notice, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall includebe on Form S-3 or Form S-3ASR, among other provisions, indemnities to the effect and to the extent provided in Section 2.08permitted by SEC Guidance), and shall take all to keep such other reasonable actions Registration Statement (the “Demand Registration Statement”) effective for so long as are requested by the Managing Underwriter or Underwriters in order is necessary to expedite or facilitate permit the disposition of such Registrable Securities; provided, howeverin accordance with the intended method or methods of disposition stated in such Demand. At any time and from time to time after the date hereof, GEPIF a Holder shall have the right (to initiate up to three Demand Registration hereunder on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering Holders of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; Securities; provided, furtherthat in each case, (i) the aggregate amount of Registerable Securities that may gross proceeds reasonably anticipated to be included generated from the offering subject to such Demand Registration (as determined in an Underwritten Offering pursuant to a demand good faith by the relevant Demanding Holders and their Underwriters) equals or exceeds $25,000,000, unless such registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if include all of the Non-Voting NEP Common Units issued on Registrable Securities, as the Issuance Date were converted on case may be, then owned by such Issuance Date into Common Units Demanding Holder, as the case may be, and (or such larger number of Registrable Securities to ii) the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should Company shall not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right required to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; effect more than one Demand Registration in any consecutive 120-day period; provided, however, that a Demand Registration shall not be counted for such purposes unless the Partnership Demand Registration Statement shall have been deemed effective in accordance with Section 2.1(b). A Demand Registration Statement may only suspend be for an offering of securities on a delayed or continuous basis under Rule 415 of the Securities Act and shall be on such demand registration right appropriate form that the Company is eligible to require use pursuant to SEC Guidance as shall be selected by the Partnership Company and as shall permit the intended method or methods of distribution specified by the Demanding Holders, including a distribution to, and resale by, the partners, equityholders or Affiliates of the Demanding Holders. At the request of the Demanding Holders, the “Plan of Distribution” section of any Registration Statement filed in respect of a Demand Registration or Shelf Registration (as defined below) shall permit, in addition to conduct firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including agented transactions, block trades, sales directly into the market, purchases or sales by brokers, derivative transactions, short sales, stock loan or stock pledge transactions and sales not involving a Public Offering (each, an “Alternative Transaction”). The Underwriter or Underwriters selected for any Underwritten Offering registered pursuant to this a Demand shall be selected in accordance with Section 2.03 once 2.7(f). Upon receipt of a Demand, the Company shall promptly give written notice of such Demand to each other Holder of Registrable Securities in the manner provided in Section 2.3, and the Company shall, subject to Section 2.1(c), use its commercially reasonable efforts to effect the registration on a Demand Registration Statement under the Securities Act of the offer and sale of the Registrable Securities that the Holders, whether in connection with the exercise of Demand rights pursuant to Section 2.1 or piggyback rights pursuant to Section 2.3 below, have requested the Company to register; provided, that the Company may also include in such Demand Registration Statement securities to be sold for its own account, subject to Section 2.1(c). The rights of Holders with respect to a Demand shall be subject to Suspension Periods, as provided in Section 2.5. The terms and conditions of any six-month period and customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in no event a Demand shall be approved by the Demanding Holders holding a majority of the Registrable Securities included in the Demand Registration Statement for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodthe Demanding Holders.

Demand Rights. At any time Subject to the terms and conditions of this Agreement, on or after January 1the date that is 180 days following the date that the Company consummates an IPO and provided a Shelf Registration Statement registering the requested Registrable Securities for resale is not then effective (subject to any applicable Suspension Period), 2025, and prior to December 31, 2029, GEPIF Holders owning at least ninety percent (on behalf 90%) of itself and any other Holdersthe Registrable Securities then outstanding (the “Demanding Holder(s)”) shall have the right right, by delivering written notice (a “Demand”) to dispose the Company, to require the Company to effect the Registration (a “Demand Registration”), pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement, which Demand shall specify the number of such Registrable Securities to be registered by the Demanding Holder(s) and the intended method or methods of disposition of such Registrable Securities, and the Company shall use its reasonable best efforts to effect, as promptly as practicable, the registration of the offer and sale of such Registrable Securities under the Securities Act and applicable state securities laws, under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects on such form as may be permitted under SEC Guidance (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) of the then-outstanding Registrable Securities held by GEPIF and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in the Underwritten Offering. Promptly upon receipt of the written notice, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall includebe on Form S-3, among other provisions, indemnities to the effect and to the extent provided in Section 2.08permitted by SEC Guidance and the Company is S-3 Shelf Eligible), and shall take all to keep such other reasonable actions Registration Statement (the “Demand Registration Statement”) effective for so long as are requested by the Managing Underwriter or Underwriters in order is necessary to expedite or facilitate permit the disposition of such Registrable Securities; provided, however, GEPIF shall have in accordance with the right (on behalf intended method or methods of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included disposition stated in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03Demand; provided, however, that the Partnership Company will not be required to effect more than three (3) Demand Registrations in total and no more than one (1) Demand Registration in any consecutive 180-day period. At such time as the Company is S-3 Shelf Eligible, a Demand Registration Statement may only suspend such demand registration right register the offering of Registrable Securities on a Shelf Registration Statement (a “Shelf Registration”). At the request of the Demanding Holder(s), the “Plan of Distribution” section of any Registration Statement filed in accordance with this Section 2.1 shall permit, in addition to require firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including agented transactions, block trades, sales directly into the Partnership to conduct market, purchases or sales by brokers, derivative transactions, short sales, stock loan or stock pledge transactions and sales not involving a Public Offering (each, an “Alternative Transaction”). The Underwriter or Underwriters selected for any Underwritten Offering registered pursuant to a Demand shall be selected in accordance with Section 2.7(f) of this Agreement. Upon receipt of a Demand, the Company shall promptly give written notice of such Demand to each other Holder of Registrable Securities in the manner provided in Section 2.3 below, and the Company shall, subject to Section 2.1(c) below, use its reasonable best efforts to effect the registration on a Demand Registration Statement under the Securities Act of the offer and sale of the Registrable Securities that the Holders, whether in connection with the exercise of Demand rights pursuant to this Section 2.03 once 2.1 or piggyback rights pursuant to Section 2.3 below, have requested the Company to register; provided, that the Company may also include in such Demand Registration Statement securities to be sold for its own account, subject to Section 2.1(c) below. The rights of Holders with respect to a Demand shall be subject to Suspension Periods, as provided in Section 2.5 below. The terms and conditions of any six-month period and customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in no event a Demand shall be approved by the Demanding Holders holding a majority of the Registrable Securities that are requested to be included in the Demand Registration Statement for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodthe Demanding Holders.

Demand Rights. At Subject to the terms and conditions of this Agreement, from and after the date that the Company consummates the transactions contemplated by the Stock Purchase Agreement, and at any time on at which the Company is not in compliance with its obligations under Section 2.2 to file and maintain the effectiveness of a Shelf Registration Statement, if Seller Representative, Cowen Investments or after January 1, 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) shall have the right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself or any other Holders) (i) gross proceeds Holders of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) a majority-in-interest of the then-outstanding number of Registrable Securities held by GEPIF and (the “Demanding Holders”) provide(s) notice (a “Demand”) requesting that the Company effect the Registration (a “Demand Registration”) under the Securities Act of any applicable Selling Holder. GEPIF (on behalf or all of itself and any other Holders) the Seller Registrable Securities or Founder Registrable Securities, as the case may be, which Demand shall exercise any specify the number of such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in registered by the Underwritten Offering. Promptly upon receipt Demanding Holders and the intended method or methods of disposition of such Registrable Securities, the Company shall use its commercially reasonable efforts to effect, as promptly as practicable, the registration of the written noticeoffer and sale of such Registrable Securities under the Securities Act and applicable state securities laws, the Partnership shall enter into an underwriting agreement in under a Registration Statement on such form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, as may be permitted under SEC Guidance (which shall includebe on Form S-3 or Form S-3ASR, among other provisions, indemnities to the effect and to the extent provided in Section 2.08permitted by SEC Guidance), and shall take all to keep such other reasonable actions Registration Statement (the “Demand Registration Statement”) effective for so long as are requested by the Managing Underwriter or Underwriters in order is necessary to expedite or facilitate permit the disposition of such Registrable Securities; provided, howeverin accordance with the intended method or methods of disposition stated in such Demand. The Company shall, GEPIF within ten (10) Business Days of the Company’s receipt of the Demand, notify, in writing (the “Demand Notice”), all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in the Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within twenty (20) Business Days after the receipt by the Holder of the Demand Notice. Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in a Registration pursuant to a Demand Registration. Under no circumstances shall the right (on behalf of itself and the other Holders) Company be obligated to exercise the demand registration rights set forth in this Section 2.03 not effect more than an aggregate of three (3) times Registrations pursuant to a Demand Registration under this Section 2.1.1 (and not more frequently than once in counting any twelve-month periodDemand Registration initiated solely by Cowen Investments), and only subject to the limitations set forth in the event that either the Partnership has not conducted an Underwritten Offering Section 2.8 of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securitiesthis Agreement; provided, furtherthat in each case, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day period.that

Demand Rights. At Upon written request of the Apollo/Blackstone Shareholders made at any time (but subject to the limitations on or after January 1, 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) shall have the right to dispose sales of Registrable Securities in the Shareholders Agreement), the Company shall, under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering the terms and such Registrable Securities represent one hundred percent (100%) of the then-outstanding Registrable Securities held by GEPIF and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice subject to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in the Underwritten Offering. Promptly upon receipt of the written notice, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights conditions set forth in this Section 2.03 not more than three (3) times 2.2, and Sections 2.3 and 2.4, file (and use its reasonable efforts to cause to become effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the various states of the United States as may be requested by the Apollo/Blackstone Shareholders (except any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not more frequently than once in any twelve-month periodmaterially and adversely affect the proposed offering), and only in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, as may be designated by the Apollo/Blackstone Shareholders in their request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section 2.2 shall specify the number of shares to be registered, the jurisdictions in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period United States in which GEPIF such registration is to be effected (on behalf the "Designated Jurisdictions") and the proposed manner of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 orsale, if including the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf name and address of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securitiesany proposed underwriter; provided, furtherthat all offerings contemplated by a request for registration under this Section 2.2 shall be underwritten offerings involving a distribution of Registrable Shares to the public in which reasonable efforts are made not to knowingly sell to any single buyer, acting individually or with others, who after such underwriting will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement) (any such buyer, "Significant Stockholder"), under circumstances in which it would reasonably be expected to not result in any person becoming a Significant Stockholder. The principal underwriter or underwriters for any such offering shall be selected by the Apollo/Blackstone Shareholders, subject to Company's approval, which may not be unreasonably withheld. Notwithstanding any other provision in this Section, the aggregate amount of Registerable Securities that may Apollo/Blackstone Shareholders shall not be included in an Underwritten Offering pursuant permitted to make a demand for registration right exercised pursuant to this Section 2.03 shall not exceed one-third of unless the aggregate number of Registrable Securities that covered by such demand is at least 2,500,000 shares of Common Stock (or securities convertible into such number of shares of Common Stock) (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of Company) or such lesser number of shares as would be outstanding as yield gross proceeds of not less than $50 million based on the average closing price of the Issuance Date if all Common Stock (and assuming that the market price of shares of Junior Preferred Stock was equal to the market price of the Non-Voting NEP shares of Common Units issued Stock into which such shares would then be convertible) over the ten trading day period immediately preceding the date of the written request hereunder (with the gross proceeds of Senior Preferred Stock deemed to be its liquidation preference on the Issuance Date were converted on date of such Issuance Date into Common Units (or such larger number demand). No Shareholders other than the Apollo/Blackstone Shareholders and their Related Transferees shall have demand registration rights. If the distribution proposed to be effected pursuant to this Section 2.2 involves an underwritten offering of Registrable Securities and securities of the Company other than Registrable Securities ("Other Securities"), and if the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be sold, then the number of securities proposed to be sold shall be reduced to the extent consented to maximum number of securities specified by the Partnership managing underwriter. In such a case, first priority shall be afforded to Registrable Securities in accordance with the third and fourth paragraph of Section 2.1, and such Other Securities, subject to the limitations set forth in such third and fourth paragraphs. Company may delay the filing of any registration statement requested under this Section 2.2, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of Company's Board of Directors, (i) a delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving Company, or (ii) filing at the time requested would materially and absolute discretionadversely affect the business or prospects of Company in view of disclosures that may be thereby required. Once the cause of the delay is eliminated, Company shall promptly notify the Apollo/Blackstone Shareholders and, promptly after Shareholders notify Company to proceed, Company shall file a registration statement and begin performance of its other obligations under this Section 2.2. The Apollo/Blackstone Shareholders shall be entitled to request not more than nine registrations under this Section 2.2 (provided that the filing of a registration statement in more than one Designated Jurisdiction in connection with a concurrent or substantially concurrent distribution shall be deemed for the purposes of this Agreement to be a single registration); provided. However, further, that if the Partnership Apollo/Blackstone Shareholders request a registration under this Section 2.2, but no registration statement becomes effective with respect to the Registrable Securities covered by such request, then such request shall not count as a request for purposes of determining the number of requests for registration the Apollo/Blackstone Shareholders may make under this Section 2.2. If there is an effective registration statement requested by the Apollo/Blackstone Shareholders pursuant to this Section 2.2, the Apollo/Blackstone Shareholders may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Apollo/Blackstone Shareholders, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its Affiliates (A) is conducting subsidiaries or actively pursuing issuable pursuant to a merger, acquisition or disposition similar transaction with a third party, (B) is conducting involving the Company or actively pursuing a securities offering any of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodits subsidiaries.

Demand Rights. At Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time on upon written notice delivered by a Principal Stockholder (a “Demand”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or after January 1, 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) shall have the right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) all of the then-outstanding Registrable Securities held by GEPIF such Principal Stockholder, which Demand shall specify the number and any applicable Selling Holder. GEPIF (on behalf type of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in such registration and the Underwritten Offering. Promptly upon receipt intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to all other Holders and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lock-up agreements delivered pursuant to the underwriting agreement relating to the IPO, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Principal Stockholder in the Demand, and (ii) all other Registrable Securities which the Company has been requested to register for sale by such Holders by written noticerequest given to the Company within 10 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in each case subject to Section 2.1(f), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the Partnership right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided in this Agreement, and all Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 2.7) enter ​ into an underwriting agreement in a customary form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter underwriter or Underwriters underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all for such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodunderwriting.

Demand Rights. At Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time on or after January 1, 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) shall have the right to dispose of Registrable Securities under upon written notice delivered by a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects Party (for itself a “Demand”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) all of the then-outstanding Registrable Securities held by GEPIF such Registration Party, which Demand shall specify the number and any applicable Selling Holder. GEPIF (on behalf type of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in such registration and the Underwritten Offering. Promptly upon receipt intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to all other Registration Parties and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lock-up agreements delivered pursuant to the underwriting agreement relating to the IPO, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in the Demand, and (ii) all other Registrable Securities which the Company has been requested to register for sale by such other Registration Parties by written noticerequest given to the Company within 10 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in each case subject to Section 2.1(f), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the Partnership right of any Registration Party to include Registrable Securities in such registration shall be conditioned upon such Registration Party’s participation in such underwriting and the inclusion of such Registration Party’s Registrable Securities in the underwriting to the extent provided in this Agreement, and all Registration Parties proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 2.7) enter into an underwriting agreement in a customary form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter underwriter or Underwriters underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all for such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition underwriting. Table of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day period.Contents

Demand Rights. At Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time on or after January 1, 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) shall have the right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) consummation of the then-outstanding IPO, upon written notice delivered by a Xxxxx Registration Party or a SL Registration Party (a “Demand”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or all of the Registrable Securities held by GEPIF such Registration Party, which Demand shall specify the number and any applicable Selling Holder. GEPIF (on behalf type of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in such registration and the Underwritten Offering. Promptly upon receipt intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to all other Holders and shall, as promptly as reasonably practicable at any time after the expiration of the lockup agreements delivered pursuant to the Underwriting Agreement, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in the Demand, and (ii) all other Registrable Securities which the Company has been requested to register for sale by such other Holders by written noticerequest given to the Company within 20 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in each case subject to Section 2.1(f), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the Partnership right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise agreed by the Holders with a majority of the Registrable Shares participating in the registration and by the requesting Registration Party) to the extent provided in this Agreement, and all Holders proposing to distribute their Registrable Shares through such underwriting shall (together with the Company as provided in Section 2.7) enter into an underwriting agreement in a customary form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter underwriter or Underwriters underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all for such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodunderwriting.

Demand Rights. At Upon written request of Shareholders made at any time on or after January 1, 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) shall have two years following the right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) date of the then-outstanding Registrable Securities held by GEPIF closing of the purchase of the Xxxxxxx Block, Company shall, under the terms and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice subject to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in the Underwritten Offering. Promptly upon receipt of the written notice, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights conditions set forth in this Section 2.03 SECTION 2.2, and SECTIONS 2.3 and 2.4, file (and use its reasonable efforts to cause to become effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the various states of the United States as may be requested by Shareholders (except any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, as may be designated by Shareholders in their request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this SECTION 2.2 shall specify the number of shares to be registered, the jurisdictions in the United States in which such registration is to be effected (the "DESIGNATED JURISDICTIONS") and the proposed manner of sale, including the name and address of any proposed underwriter; PROVIDED, that all offerings contemplated by a request for registration under this SECTION 2.2 shall be underwritten offerings involving a distribution of Registrable Shares to the public in which reasonable efforts are made not to knowingly sell to any single buyer, acting individually or with others, who after such underwriting will own more than three 9% of the Total Voting Power (3as defined in the Shareholders Agreement) times (and any such buyer, "SIGNIFICANT STOCKHOLDER"), under circumstances in which it would reasonably be expected to not more frequently than once result in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself person becoming Significant Stockholder. The principal underwriter or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in underwriters for any such offering pursuant shall be selected by Shareholders, subject to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; providedCompany's approval, furtherwhich may not be unreasonably withheld. Notwithstanding any other provision in this Section, the aggregate amount of Registerable Securities that may Shareholders shall not be included in an Underwritten Offering pursuant permitted to make a demand for registration right exercised pursuant to this Section 2.03 shall not exceed one-third of unless the aggregate number of Registrable Securities that would covered by such demand is at least five million shares (as such number may be outstanding as appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of Company). If the distribution proposed to be effected pursuant to this SECTION 2.2 involves an underwritten offering of Registrable Securities and securities of the Issuance Date Company other than Registrable Securities ("OTHER SECURITIES"), and if the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the Non-Voting NEP Common Units issued on securities proposed to be sold, then the Issuance Date were converted on number of securities proposed to be sold shall be reduced to the maximum number of securities specified by the managing underwriter. In such Issuance Date into Common Units (or a case, priority shall be afforded to Registrable Securities, and such larger Other Securities shall be completely eliminated before the number of Registrable Securities to is reduced. Company may delay the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or filing of any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program)registration statement requested under this SECTION 2.2, or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determineddelay its effectiveness, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a reasonable period that exceeds an aggregate of ninety (but not longer than 90) days in any 180-day period or one hundred twenty (120) days in any 365-day period.

Demand Rights. At any time on or after January 1, 2025, and prior to December 31, 2029, GEPIF (on behalf a) The holders of itself and any other Holders) a majority of the Registrable Securities shall have the right at any time from and after Completion, upon written notice (which notice shall specify the method of distribution of the Registrable Securities, which may include a distribution via a shelf registration statement, and the number of Purchaser Shares desired to dispose be so registered) and subject to the provisions of this Schedule 4, to require the Purchaser to prepare and file as soon as practicable after receipt of such notice and use its reasonable best efforts to cause to become effective as soon as practicable thereafter a registration statement (a "Registration Statement") under the Securities Act with respect to the resale of all Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) of the then-outstanding Registrable Securities held by GEPIF and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in the Underwritten Offering. Promptly upon receipt of the written notice, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right Requesting Holders (on behalf of itself and the other Holdersas defined below) to exercise the demand registration rights set forth in this Section 2.03 not more than three be so registered (3) times (and not more frequently than once in any twelve-month perioda "Demand Registration"), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership Purchaser shall not be required to violate (i) the terms of any "lock-up" provisions relating to any securities offering by it by which it may only suspend be bound (such lock-up period not to exceed 180 days with respect to any specific offering) or (ii) the provisions of the Securities Purchase Agreement dated August 7, 2000 between the Purchaser, Go2Net, Inc. and Vulcan Ventures Inc. (the "Go2Net Agreement"), the Amended and Restated Registration Rights Agreement dated as of December 21, 1998 among the Purchaser and certain securityholders, as amended by the Go2Net Agreement (the "Registration Rights Agreement") and the Agreement dated December 22, 1999 between the Purchaser and the shareholders of xxxXxxx.xxx, Inc. (the "ipoPros Agreement") (the Go2Net Agreement, the Registration Rights Agreement and the ipoPros Agreement being referred to collectively as the "Registration Agreements"). If the holders of a majority of the Registrable Securities make such a demand of the Purchaser, the Purchaser will forthwith notify all other holders of the Registrable Securities. Any such holder who informs the Purchaser within 10 Business Days of it making such a notification that it wishes to participate in the registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day period.will be so entitled. The term "

Demand Rights. At any time on or after January 1, 2025, and prior to December 31, 2029, GEPIF (on behalf of itself and any other Holders) shall have After the right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) termination of the then-outstanding Effectiveness Period, so long as there are "Registrable Securities held by GEPIF and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any such demand registration right by delivering a Securities" hereunder, upon written notice to the Partnership specifying that Company from one or more Holders (xthe "Initiating Holders") it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included holding in the Underwritten Offering. Promptly upon receipt aggregate 25% of Registrable Securities then outstanding, requesting that the written noticeCompany effect, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 3, the registration of such Initiating Holders' Registrable Securities under the Securities Act (which notice shall not exceed one-third specify the Registrable Securities so requested to be registered, the proposed amounts thereof and the intended method or methods of distribution by such Initiating Holders (including whether the aggregate number proposed offering is to be underwritten), the Company shall promptly (but in any event within 15 days) give written notice of such requested registration to all Holders of Registrable Securities, and thereupon the Company shall use its best efforts to effect the registration under the Securities Act of: (A) the Registrable Securities that would be outstanding the Initiating Holders have requested the Company to register, for disposition in accordance with the intended method or methods of distribution stated in their notice to the Company; and (B) all other Registrable Securities the Holders of which shall have made a written request to the Company for registration thereof (which request shall specify such Registrable Securities and the proposed amounts thereof) within 15 days after the receipt of such written notice from the Company, as expeditiously as possible (but in any event shall file such registration statement within 60 days of the Issuance Date if receipt of such request by the Initiating Holders), all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented requisite to permit the disposition by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering Holders of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not Registrable Securities then constituting Registrable Securities so to be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day periodregistered.

Demand Rights. At Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time on upon written notice delivered by a Xxxxx Registration Party, a North Island Registration Party or after January 1, 2025, and prior to December 31, 2029, GEPIF a Temasek Registration Party (on behalf a “Demand”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of itself and any other Holders) shall have the right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) all of the then-outstanding Registrable Securities held by GEPIF such Registration Party, which Demand shall specify the number and any applicable Selling Holder. GEPIF (on behalf type of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in such registration and the Underwritten Offering. Promptly upon receipt intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to all other Holders and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lockup agreements delivered pursuant to the Underwriting Agreement, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in the Demand, and (ii) all other Registrable Securities which the Company has been requested to register for sale by such other Holders by written noticerequest given to the Company within 20 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in each case subject to Section 2.1(f), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the Partnership right of any Holder to include Registrable Securities in such registration shall enter into an be conditioned upon such Holder’s participation in such underwriting agreement and the inclusion of such Holder’s Registrable Securities in a form that is customary in Underwritten Offerings of securities the underwriting (unless otherwise agreed by the Partnership Holders with a majority of the Managing Underwriter or Underwriters selected Registrable Securities participating in the registration and by the Partnership, which shall include, among other provisions, indemnities to the effect and requesting Registration Party) to the extent provided in Section 2.08this Agreement, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order Holders proposing to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not exceed one-third of the aggregate number of distribute their Registrable Securities that would be outstanding through such underwriting shall (together with the Company as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership provided in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day period.Section

Demand Rights. At any time on or after January 1the request of the holders of at least 50% of the Common Stock, 2025Marquee, and prior at its expense, hereby undertakes to December 31, 2029, GEPIF (on behalf of itself and any other Holders) shall have the right to dispose of Registrable Securities under file a Registration Statement under the Securities Act with the U.S. Securities and Exchange Commission (the "SEC") at any time following the first anniversary of the Closing Date, to register for resale, the Common Stock pursuant to an Underwritten Offering if GEPIF reasonably expects (for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) brokerage transactions as defined in Rule 144 of the then-outstanding Registrable Securities held by GEPIF and any applicable Selling Holder. GEPIF Act of 1933, as amended (on behalf of itself and any other Holdersthe "Securities Act") shall exercise any such demand registration right by delivering a written notice to the Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in the Underwritten Offering. Promptly upon receipt of the written notice, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by use its best efforts to effect registration under the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition Securities Act of such Registrable Securities; providedshares, howeverprovided that, GEPIF Marquee shall have the right (on behalf of itself and the other Holders) be required to exercise the demand registration rights set forth in this Section 2.03 not effect no more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback one such registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 9.7.1. Any such registration statement shall remain in effect for not exceed one-third less than 12 months. Marquee shall notify the holders of said Common Stock of the aggregate number disposition of Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities said Marquee Registration Statement and, to the extent consented to by that the Partnership in its sole and absolute discretion); providedRegistration Statement shall become effective, furthershall, that if at such time, issue replacement certificates for the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering Common Stock eliminating the portion of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program)legend which provides: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determinedAS AMENDED. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, in the best interests of the PartnershipSOLD, should not be publicly disclosed at that timeTRANSFERRED, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day period.PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. FURTHERMORE,"