Common use of Demand Rights Clause in Contracts

Demand Rights. 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 has failed to perform its obligations under Section 2(a), the CD&R Stockholders shall have the right to 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 a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale of the Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration in accordance with the intended methods of disposition by the CD&R Stockholders.

Demand Rights. After the expiration of the Lock-Up Period, At any time in the event the Company ceases to be eligible to register Registrable Securities on Form S-3 connection with or has failed to perform its obligations under Section 2(a)after an Initial Public Offering, the CD&R Stockholders Demand Investors shall have the right right, by delivering a joint written notice to require the Company (a “Demand Investor Notice”) to cause the Company to file a registration statement exercise its demand rights under the Securities Act in respect Registration Rights Agreement (an “Investor Demand Registration”) such that the Company causes the Registering Entity to register and sell publicly up to a number 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 LLC Owned Shares equal to the Company written notice stating that sum (such right is sum being exercised, specifying referred to herein as the “Demand LLC Owned Shares”) of (x) the number of Registrable Securities owned by the CD&R Stockholders Individual Attributable Common Shares that such Demand Investors requested to be included in such registration, and describing Investor Demand Registration as set forth in the intended method Demand Investor Notice plus (y) a number of distribution thereof LLC Owned Shares equal to the product of (each, a “1) the aggregate number of Individual Attributable Common Shares held by all Members (other than the Demand Request” and any registration effected pursuant thereto, a “Investors requesting such Investor Demand Registration) and (2) the Individual Demand Percentage applicable to such Investor Demand Registration as set forth in the Demand Investor Notice (the amount of Individual Attributable Common Shares calculated pursuant to clause (y), the “Dragged LLC Owned Shares”), which shall be allocated to each Member (other than the Demand Investors requiring such Investor Demand Registration) according to such Member’s Individual Ownership Percentage. Notwithstanding Upon receipt by the foregoingCompany of a Demand Investor Notice, the Company shall not promptly deliver a written notice to each other Member regarding such proposed registration (such notice to include the Individual Demand Percentage exercised by such Demand Investors, and the corresponding number of Dragged LLC Owned Shares relating to each other Member which will be required included in such Investor Demand Registration). Within five (5) days of the Company’s receipt of the Investor Demand Registration, the Company shall deliver a notice of demand to file the Registering Entity which shall include the request to register and sell publicly the Demand LLC Owned Shares. In any Registration Statement Investor Demand Registration, the Demand Investors requesting such registration shall have the right, upon notice to the Company, to select the managing underwriter (which shall be of nationally recognized reputation) to administer the offering contemplated by the Investor Demand Registration. Upon the receipt of such notice, the Company shall, pursuant to a rights to be granted to the Company under the Registration Rights Agreement, cause such managing underwriter (as identified by the Demand Request within 90 days after Investors) to be selected by the effective date of a previous Registering Entity for such offering. The Members acknowledge and agree that any cutbacks or other restrictions on any Investor Demand Registration or any previous under the Registration Statement in which Rights Agreement will affect each of the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in Members on a pro rata basis (based on the number of Registrable Securities Demand LLC Owned Shares then related to be included, and in each case, in which the sale of the Registrable Securities included therein was consummatedsuch Member). The Company shall comply with distribute the applicable provisions proceeds of the Securities Act with respect sale of any Demand LLC Owned Shares that are the subject of an Investor Demand Registration to the disposition of all Registrable Securities covered by the Demand Registration Members in accordance with the intended methods provisions of disposition Article IX. Demand Investors may withdraw an Investor Demand Registration at any time prior to its effectiveness by the CD&R StockholdersSEC by delivering a joint written notice to the Company. Upon receipt of a notice of withdrawal from the Demand Investors, the Company shall, and shall cause the Registering Entity to, cease all efforts to secure effectiveness of the applicable registration statement.

Demand Rights. After the expiration of the Lock-Up Period, in In the event the Company ceases to be eligible to register Registrable Securities on Form S-3 or has failed to perform its obligations under Section 2(a)) or otherwise does not have an effective Shelf Registration Statement, the CD&R Stockholders shall have the right on one occasion in any calendar year to 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 Stockholders (so long as such request covers at least $25,000,000 100,000,000 (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 purposes the avoidance of such determinationdoubt, any such shares received on conversion of any Class 1 Common Stock) or all of the shares of Class A 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)requesting Stockholder(s)), by delivering 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 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”). 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 a Demand Request within 90 days after the effective date of a previous Demand Registration or of any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and and, in each case, in which the sale of the Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration in accordance with the intended methods of disposition by the CD&R Stockholders.

Demand Rights. After Subject to the expiration 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 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 the Sponsor provides notice (a “Demand”) requesting that the Company effect the Registration (a “Demand Registration”) under the Securities Act of any or all of the Lock-Up PeriodSeller Registrable Securities or Sponsor Registrable Securities, in as the event 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 ceases shall use its commercially reasonable efforts to be eligible to register 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 on such form as may be permitted under SEC Guidance (which shall be on Form S-3 or has failed Form S-3ASR, to perform its obligations under Section 2(athe extent permitted by SEC Guidance), and to keep such Registration Statement (the CD&R Stockholders “Demand Registration Statement”) effective for so long as is necessary to permit the disposition of such Registrable Securities, in 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, (i) the GFI Representative shall have the right to require initiate up to six (6) Demand Registrations hereunder on behalf of the Holders of Seller Registrable Securities and (ii) the Sponsor shall have the right to initiate up to three (3) Demand Registration hereunder on behalf of the Holders of Sponsor Registrable Securities; provided, that in each case, (i) the gross proceeds reasonably anticipated to be generated from the offering subject to such Demand Registration (as determined in good faith by the relevant Demanding Holders and their Underwriters) equals or exceeds $15,000,000, unless such registration shall include all of the Sponsor Registrable Securities or Seller Registrable Securities, as the case may be, then owned by such Demanding Holder, as the case may be, and (ii) the Company will not be required to file effect 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 Demand Registration Statement shall have been deemed effective in accordance with Section 2.1(b) of this Agreement. A Demand Registration Statement may be for an offering of securities on a delayed or continuous basis under Rule 415 of the Securities Act and shall be on such 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 statement on a Demand Registration Statement under the Securities Act in respect of all or a portion the offer and sale of the Registrable Securities owned by that the CD&R StockholdersHolders, which may, for whether in connection with the avoidance exercise 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 rights pursuant to a Demand Request within 90 days after the effective date of a previous Demand Registration Section 2.1 or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 2.3 below, have requested the Company to register; provided, that the Company may also include in which there was no reduction in the number 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 include Subscriber Registrable Securities in a Demand Registration to the extent such Subscriber Registrable Securities are subject to an effective registration statement filed in accordance with the terms of the Warrant Agreement. The rights of Holders with respect to a Demand shall be includedsubject to Suspension Periods, as provided in Section 2.5. The terms and conditions of any customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in each case, in which a Demand shall be approved by the sale Demanding Holders holding a majority of the Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by in the Demand Registration in accordance with Statement for the intended methods of disposition by the CD&R StockholdersDemanding Holders.

Demand Rights. After Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time 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 all of the Registrable Securities held by such Principal Stockholder, which Demand shall specify the number and type of such Registrable Securities to be included in such registration and the 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 Locklock-Up Periodup 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 request 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 Company ceases method of disposition is an underwritten offering, the right of any Holder to be eligible to register include Registrable Securities on Form S-3 or has failed 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 perform its obligations under Section 2(a)the extent provided in this Agreement, the CD&R Stockholders and all Holders proposing to distribute their Registrable Securities through such underwriting shall have the right to require (together with the Company to file a registration statement under the Securities Act as provided in respect of all or a portion of Registrable Securities owned by the CD&R Stockholders, which may, for the avoidance of doubt, include Section 2.7) enter into 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 underwriting agreement 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 a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale of the Registrable Securities included therein was consummated. The Company shall comply customary form with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration in accordance with the intended methods of disposition by the CD&R Stockholdersunderwriter or underwriters selected for such underwriting.

Demand Rights. After Subject to the expiration 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 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 the Holders of at least 25% of the Lock-Up Period, in the event Registrable Securities provide notice (a “Demand”) requesting that the Company ceases 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 eligible 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 register 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 on such form as may be permitted under SEC Guidance (which shall be on Form S-3 or has failed Form S-3ASR, to perform its obligations under Section 2(athe extent permitted by SEC Guidance), and to keep such Registration Statement (the CD&R Stockholders “Demand Registration Statement”) effective for so long as is necessary to permit the disposition of such Registrable Securities, in 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, a Holder shall have the right to require initiate up to three Demand Registration hereunder on behalf of the Company to file a registration statement under the Securities Act in respect of all or a portion Holders of Registrable Securities Securities; provided, that in each case, (i) the gross proceeds reasonably anticipated to be generated from the offering subject to such Demand Registration (as determined in good faith by the relevant Demanding Holders and their Underwriters) equals or exceeds $25,000,000, unless such registration shall include all of the Registrable Securities, as the case may be, then owned by such Demanding Holder, as 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 registrationcase may be, and describing the intended method of distribution thereof (each, a “Demand Request” and any registration effected pursuant thereto, a “Demand Registration”). Notwithstanding the foregoing, ii) the Company shall not be required to file 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 Demand Registration Statement shall have been deemed effective in accordance with Section 2.1(b). A Demand Registration Statement may be for an offering of securities on a delayed or continuous basis under Rule 415 of the Securities Act and shall be on such 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 Request within 90 days after the effective date shall be selected in accordance with Section 2.7(f). Upon receipt of a previous Demand, the Company shall promptly give written notice of such Demand Registration or any previous Registration Statement in which the holders to each other Holder of Registrable Securities were given 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 3 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 customary underwriting or purchase arrangements pursuant to which there was no reduction in the number of Registrable Securities to shall be included, and sold in each case, in which a Demand shall be approved by the sale Demanding Holders holding a majority of the Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by in the Demand Registration in accordance with Statement for the intended methods of disposition by the CD&R StockholdersDemanding Holders.

Demand Rights. After Subject to the expiration 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 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 all of the Lock-Up PeriodRegistrable Securities held by such Registration Party, which Demand shall specify the number and type of such Registrable Securities to be included in such registration and the 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 Registrable Securities to be so registered for sale. Notwithstanding the foregoing, in the event the Company ceases method of disposition is an underwritten offering, (x) the right of any Holder to be eligible to register include Registrable Securities on Form S-3 or has failed to perform its obligations under Section 2(a), in such registration shall be conditioned upon such Holder’s participation in such underwriting and the CD&R Stockholders shall have the right to require the Company to file a registration statement under the Securities Act in respect inclusion of all or a portion of such Holder’s Registrable Securities owned in the underwriting (unless otherwise agreed 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, Holders with 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 a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale majority of the Registrable Securities included therein was consummated. The Company 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 comply (together with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration Company) enter into an underwriting agreement in accordance customary form with the intended methods of disposition by the CD&R Stockholdersunderwriter or underwriters selected for such underwriting.

Demand Rights. After At any time, and from time to time, after the expiration nine-month anniversary of the Lock-Up PeriodEffective Date, in Holders holding at least 20% of the event Registrable Securities then outstanding (the “Initiating Demand Holders”) may deliver to the Company ceases to be eligible to register Registrable Securities on Form S-3 or has failed to perform its obligations under Section 2(a), the CD&R Stockholders shall have the right to require a written notice (a “Demand Registration Notice”) requesting that the Company to file a effect the registration statement under the Securities Act in respect of all or a portion of Registrable Securities held by such Holders having a reasonably anticipated net aggregate offering price (after deduction of underwriter discounts and commissions and offering expenses) of at least $20 million (or, if such Registrable Securities constitute all remaining Registrable Securities beneficially owned by the CD&R StockholdersInitiating Demand Holders that initiated the applicable registration, which may, for the avoidance of doubt, include an Underwritten Offering (so long as such request covers at least $25,000,000 worth 10 million) (the “Demand Registration Threshold”) as determined in good faith by the Company at the time of its receipt of the then current value of shares of Common Stock (includingDemand Registration Notice, 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 which Demand Registration Notice shall specify the terms of the Certificate of Designations))), by delivering to the Company written notice stating that such right is being exercised, specifying the aggregate number of Registrable Securities owned by the CD&R Stockholders requested to be included in such registration, registered and describing the intended proposed method of distribution thereof (eachthereof. Upon receipt of the Demand Registration Notice, a “Demand Request” and any registration effected pursuant thereto, a “Demand Registration”subject to Section 3(d). Notwithstanding the foregoing, 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 not be required to file any legally prohibited from making such a filing, as soon thereafter as is legally permissible), a Registration Statement pursuant and related Prospectus that complies as to a form and substance in all material respects with applicable SEC rules providing for the sale by the Initiating Demand Request within 90 days after Holders and the effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Holders that elect to register their Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number as provided below, of Registrable Securities to be included, and in each case, in which the sale all of the Registrable Securities included therein was consummated. The Company shall comply with requested to be registered by such Holders (the applicable provisions of the Securities Act with respect “Demand Registration Statement”), and agrees (subject to the disposition of all Registrable Securities covered by Section 8, Section 9 and Section 11) to use reasonable efforts to cause the Demand Registration in accordance with the intended methods of disposition Statement to be declared effective by the CD&R StockholdersSEC as soon as practicable following the filing thereof.

Demand Rights. After the expiration of the Lock-Up up Period, in the event the Company ceases to be eligible to register Registrable Securities on Form S-3 or has failed to perform its obligations under Section 2(a), the CD&R Stockholders shall have the right on two (2) occasions (less the number of any Marketed Underwritten Shelf Offerings requested pursuant to 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 owned by the CD&R Stockholders, which may, for the avoidance of doubt, include an Underwritten Offering Stockholders (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))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 a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale of the Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration in accordance with the intended methods of disposition by the CD&R Stockholders.

Demand Rights. After At any time following the expiration 180th day after the date of the Lock-Up Periodfinal prospectus for the IPO, in and regardless of the event effectiveness of the Company ceases Shelf Registration Statement, subject to be eligible to register Registrable Securities on Form S-3 or has failed to perform its obligations under Section 2(a)2(g) hereof, the CD&R Stockholders Required Holders shall have the right to require the Company to file a an unlimited number of registration statement statements 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 Required Holders (so long as such request covers at least $25,000,000 25 million worth of the then current market 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 at the terms time of the Certificate of Designations))Demand Request or such lesser amount if all Registrable Securities available for sale by all Required Holders pursuant to such registration statement are requested to be included), 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 Required Holders 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 foregoingWithin five (5) Business Days after receipt of any such request for a Demand Registration, the Company shall give written notice of such request to all Required Holders that did not be required make the Demand Request, if any, and the Company shall, subject to file any Registration Statement pursuant to a Demand Request within 90 days after the effective date provisions of a previous Demand Registration or any previous Registration Statement Section 2(f) hereof, include in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in such registration the number of Registrable Securities of Holder(s) making the Demand Request and any Required Holder(s) that shall have made a written request to the Company for inclusion of their Registrable Securities in the Demand Registration (which request shall specify the maximum number of Registrable Securities intended to be included, sold by such Required Holder) and with respect to which the 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 each caseany event within twenty (20) Business Days after the receipt of a Demand Request, in unless a longer period is agreed to by the 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 sale of Company has received written requests for inclusion therein in accordance with this paragraph under the Registrable Securities included therein was consummatedAct (it being agreed that such Registration Statement shall be an Automatic Shelf Registration Statement, if then available to the Company). The Company shall use reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable after the filing thereof. The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration in accordance with the intended methods of disposition by the CD&R StockholdersRequired Holders that made the Demand Request.

Demand Rights. After Subject to the expiration 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 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 the Holders of at least a majority-in-interest of the Lockthen-Up Period, in outstanding number of Registrable Securities (the event “Demanding Holders”) provide(s) notice (a “Demand”) requesting that the Company ceases effect the Registration (a “Demand Registration”) under the Securities Act of any or all of the Seller Registrable Securities or Founder Registrable Securities, as the case may be, which Demand shall specify the number of such Registrable Securities to be eligible 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 register 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 on such form as may be permitted under SEC Guidance (which shall be on Form S-3 or has failed Form S-3ASR, to perform its obligations under Section 2(athe extent permitted by SEC Guidance), and to keep such Registration Statement (the CD&R Stockholders shall have “Demand Registration Statement”) effective for so long as is necessary to permit the right disposition of such Registrable Securities, in accordance with the intended method or methods of disposition stated in such Demand. The Company shall, 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 require the Company to file a registration statement under the Securities Act in respect of include all or a portion of such Holder’s Registrable Securities owned 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 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 Holder of the then current value Demand Notice. Upon receipt by the Company of shares 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 Company be obligated to effect more than an aggregate of Common Stock three (including3) Registrations pursuant to a Demand Registration under this Section 2.1.1 (not counting any Demand Registration initiated solely by Cowen Investments), subject to the limitations set forth in Section 2.8 of this Agreement; provided, that in each case, that (i) the gross proceeds reasonably anticipated to be generated from the offering subject to such Demand Registration (as determined in good faith by the relevant Demanding Holders and their Underwriters) equals or exceeds $15,000,000, and (ii) the Company will not be required to effect 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 Demand Registration Statement shall have been deemed effective in accordance with Section 2.1.2 of such determination, any shares this Agreement. A Demand Registration Statement may be for an offering of Common Stock issuable upon conversion of shares of Preferred Stock (including shares of Preferred Stock issued as dividends thereon as permitted securities on a delayed or continuous basis under the terms Rule 415 of the Certificate of Designations))), by delivering to Securities Act and shall be on such appropriate form that the Company written notice stating that such right is being exercised, specifying the number of Registrable Securities owned eligible to use pursuant to SEC Guidance as shall be selected by the CD&R Stockholders to be included in such registration, Company and describing as shall permit the intended method or methods of distribution thereof 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, a an “Demand Request” and any registration effected pursuant thereto, a “Demand RegistrationAlternative Transaction”). Notwithstanding the foregoingThe Underwriter or Underwriters selected for any Underwritten Offering registered pursuant to a Demand shall be selected in accordance with Section 3.6. Upon receipt of a Demand, the Company shall not be required promptly give written notice of such Demand to file any Registration Statement pursuant to a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders each other Holder of Registrable Securities were given 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 3 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 customary underwriting or purchase arrangements pursuant to which there was no reduction in the number of Registrable Securities to shall be included, and sold in each case, in which a Demand shall be approved by the sale Demanding Holders holding a majority of the Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by in the Demand Registration in accordance with Statement for the intended methods of disposition by the CD&R StockholdersDemanding Holders.

Demand Rights. After Subject to the expiration 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 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 all of the Lock-Up PeriodRegistrable Securities held by such Registration Party, which Demand shall specify the number and type of such Registrable Securities to be included in such registration and the 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 Registrable Securities to be so registered for sale. Notwithstanding the foregoing, in the event the Company ceases method of disposition is an underwritten offering, (x) the right of any Holder to be eligible to register include Registrable Securities on Form S-3 or has failed to perform its obligations under Section 2(a), in such registration shall be conditioned upon such Holder’s participation in such underwriting and the CD&R Stockholders shall have the right to require the Company to file a registration statement under the Securities Act in respect inclusion of all or a portion of such Holder’s Registrable Securities owned in the underwriting (unless otherwise agreed 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, Holders with 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 a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale majority of the Registrable Securities included therein was consummated. The Company 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 comply (together with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration Company) enter into an underwriting agreement in accordance customary form with the intended methods of disposition by the CD&R Stockholdersunderwriter or underwriters selected for such underwriting.

Demand Rights. After (a) Upon written request of a Shareholder (an “Exercising Shareholder”) made at any time, the expiration 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 covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the Lock-Up Periodvarious states of the United States as may be requested by such Exercising Shareholder (except any such state in which, in the event 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 ceases would be required to be eligible submit to register Registrable Securities on Form S-3 or has failed general jurisdiction to perform its obligations under Section 2(aeffect such registration), in accordance with the CD&R Stockholders shall have the right to require the Company to file a registration statement under the Securities Act intended method or methods of disposition set forth in respect of all or a portion that notice, such number of Registrable Securities owned 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 CD&R StockholdersExercising Shareholder, subject to the Company’s approval, which maymay not be unreasonably withheld or delayed. Notwithstanding any other provision in this Section, an Exercising Shareholder shall not be permitted to make a demand for registration pursuant to this Section unless the avoidance number of doubt, include an Underwritten Offering Demand Securities covered by such demand (so long as together with the aggregate number of Specified Securities to be included in such request covers registration pursuant to Section 2.1 hereof) is at least $25,000,000 worth of the then current value of 12,500,000 shares of Common Stock (including, for purposes or securities convertible into such number of such determination, any shares of Common Stock issuable upon conversion Stock) (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of the Company) or such lesser number of shares as would yield gross proceeds of Preferred Stock (including shares of Preferred Stock issued as dividends thereon as permitted under not less than $2 million based on the terms average closing price of the Certificate of Designations))), by delivering to Common Stock over the Company written notice stating that such right is being exercised, specifying ten trading day period immediately preceding 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 a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale of the Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration in accordance with the intended methods of disposition by the CD&R Stockholderswritten request hereunder.

Demand Rights. After Upon written request of Shareholders made at any time after two years following the expiration date of the Lock-Up Periodclosing of the purchase of the Xxxxxxx Block, 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 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 event opinion of the Company ceases 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 eligible registered, the jurisdictions in the United States in which such registration is to register 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 Securities on Form S-3 Shares to the public in which reasonable efforts are made not to knowingly sell to any single buyer, acting individually or has failed to perform its obligations under Section 2(awith 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"), the CD&R Stockholders under circumstances in which it would reasonably be expected to not result in any person becoming Significant Stockholder. The principal underwriter or underwriters for any such offering shall have the right be selected by Shareholders, subject to 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 StockholdersCompany's approval, which maymay not be unreasonably withheld. Notwithstanding any other provision in this Section, Shareholders shall not be permitted to make a demand 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 registration pursuant to the Company written notice stating that such right is being exercised, specifying this Section unless the number of Registrable Securities owned covered by such demand is at least five million shares (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of Company). If the CD&R Stockholders distribution proposed 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 a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders this SECTION 2.2 involves an underwritten offering of Registrable Securities were given piggyback rights pursuant 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 Section 3 in which there was no reduction in be sold, then the number of securities proposed to be sold shall be reduced to the maximum number of securities specified by the managing underwriter. In such a case, priority shall be afforded to Registrable Securities, and such Other Securities shall be completely eliminated before the number of Registrable Securities to be includedis reduced. Company may delay the filing of any registration statement requested under this SECTION 2.2, and in each caseor delay its effectiveness, in which the sale of the Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration in accordance with the intended methods of disposition by the CD&R Stockholders.for a reasonable period (but not longer than 90

Demand Rights. After Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time 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 all of the Registrable Securities held by such Principal Stockholder, which Demand shall specify the number and type of such Registrable Securities to be included in such registration and the 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 Locklock-Up Periodup 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 request 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 Company ceases method of disposition is an underwritten offering, the right of any Holder to be eligible to register include Registrable Securities on Form S-3 or has failed 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 perform its obligations under Section 2(a)the extent provided in this Agreement, the CD&R Stockholders and all Holders proposing to distribute their Registrable Securities through such underwriting shall have the right to require (together with the Company to file a registration statement under the Securities Act as provided in respect of all or a portion of Registrable Securities owned by the CD&R Stockholders, which may, for the avoidance of doubt, include Section 2.7) enter ​ into 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 underwriting agreement 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 a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale of the Registrable Securities included therein was consummated. The Company shall comply customary form with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration in accordance with the intended methods of disposition by the CD&R Stockholdersunderwriter or underwriters selected for such underwriting.

Demand Rights. After Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time upon written notice delivered by a 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 such Registration Party, which Demand shall specify the number and type of such Registrable Securities to be included in such registration and the 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 Locklock-Up Periodup 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 request 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 Company ceases method of disposition is an underwritten offering, the right of any Registration Party to be eligible to register include Registrable Securities on Form S-3 or has failed 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 perform its obligations under Section 2(a)the extent provided in this Agreement, the CD&R Stockholders and all Registration Parties proposing to distribute their Registrable Securities through such underwriting shall have the right to require (together with the Company to file a registration statement under the Securities Act as provided in respect of all or a portion of Registrable Securities owned by the CD&R Stockholders, which may, for the avoidance of doubt, include Section 2.7) enter into 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 underwriting agreement 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 a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale of the Registrable Securities included therein was consummated. The Company shall comply customary form with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration in accordance with the intended methods of disposition by the CD&R Stockholdersunderwriter or underwriters selected for such underwriting.

Demand Rights. After Subject to the expiration 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 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 the Holders of at least 25% of the Lock-Up Period, in the event Registrable Securities provide notice (a “Demand”) requesting that the Company ceases 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 eligible 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 register 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 on such form as may be permitted under SEC Guidance (which shall be on Form S-3 or has failed Form S-3ASR, to perform its obligations under Section 2(athe extent permitted by SEC Guidance), and to keep such Registration Statement (the CD&R Stockholders “Demand Registration Statement”) effective for so long as is necessary to permit the disposition of such Registrable Securities, in 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, a Holder shall have the right to require initiate up to three Demand Registration hereunder on behalf of the Company to file a registration statement under the Securities Act in respect of all or a portion Holders of Registrable Securities Securities; provided, that in each case, (i) the gross proceeds reasonably anticipated to be generated from the offering subject to such Demand Registration (as determined in good faith by the relevant Demanding Holders and their Underwriters) equals or exceeds $10,000,000, unless such registration shall include all of the Registrable Securities, as the case may be, then owned by such Demanding Holder, as 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 registrationcase may be, and describing the intended method of distribution thereof (each, a “Demand Request” and any registration effected pursuant thereto, a “Demand Registration”). Notwithstanding the foregoing, ii) the Company shall not be required to file 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 Demand Registration Statement shall have been deemed effective in accordance with Section 2.1(b). A Demand Registration Statement may be for an offering of securities on a delayed or continuous basis under Rule 415 of the Securities Act and shall be on such 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 Request within 90 days after the effective date shall be selected in accordance with Section 2.7(f). Upon receipt of a previous Demand, the Company shall promptly give written notice of such Demand Registration or any previous Registration Statement in which the holders to each other Holder of Registrable Securities were given 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 3 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 customary underwriting or purchase arrangements pursuant to which there was no reduction in the number of Registrable Securities to shall be included, and sold in each case, in which a Demand shall be approved by the sale Demanding Holders holding a majority of the Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by in the Demand Registration in accordance with Statement for the intended methods of disposition by the CD&R StockholdersDemanding Holders.

Demand Rights. After the expiration Upon written request of the Lock-Up PeriodApollo/Blackstone Shareholders made at any time (but subject to the limitations on sales of Registrable Securities in the Shareholders 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 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 event opinion of the Company ceases 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 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 eligible registered, the jurisdictions in the United States in which such registration is to register 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 Securities on Form S-3 Shares to the public in which reasonable efforts are made not to knowingly sell to any single buyer, acting individually or has failed to perform its obligations under Section 2(awith 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 CD&R Stockholders Apollo/Blackstone Shareholders, subject to Company's approval, which may not be unreasonably withheld. Notwithstanding any other provision in this Section, the Apollo/Blackstone Shareholders shall have not be permitted to make a demand for registration pursuant to this Section unless the right to require the Company to file a registration statement under the Securities Act in respect of all or a portion number of Registrable Securities owned covered by the CD&R Stockholders, which may, for the avoidance of doubt, include an Underwritten Offering (so long as such request covers demand is at least $25,000,000 worth of the then current value of 2,500,000 shares of Common Stock (includingor 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 yield gross proceeds of not less than $50 million based on the average closing price of the Common Stock (and assuming that the market price of shares of Junior Preferred Stock was equal to the market price of the shares of Common 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 date of such 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 maximum number of securities specified by the 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 adversely 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). However, if the 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 such determinationdetermining 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 upon conversion of shares of Preferred Stock (including shares of Preferred Stock issued as dividends thereon as permitted under the terms pursuant to employee benefit plans of the Certificate Company or any 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 its subsidiaries or issuable pursuant to a Demand Request within 90 days after merger, acquisition or similar transaction involving the effective date of a previous Demand Registration Company or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale of the Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration in accordance with the intended methods of disposition by the CD&R Stockholdersits subsidiaries.

Demand Rights. After Subject to the expiration 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 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 the Holders of at least 25% of the Lock-Up Period, in the event Registrable Securities provide notice (a “Demand”) requesting that the Company ceases 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 eligible 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 register 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 on such form as may be permitted under SEC Guidance (which shall be on Form S-3 or has failed Form S-3ASR, to perform its obligations under Section 2(athe extent permitted by SEC Guidance), and to keep such Registration Statement (the CD&R Stockholders “Demand Registration Statement”) effective for so long as is necessary to permit the disposition of such Registrable Securities, in 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, a Holder shall have the right to require initiate up to three Demand Registration hereunder on behalf of the Company to file a registration statement under the Securities Act in respect of all or a portion Holders of Registrable Securities Securities; provided, that in each case, (i) the gross proceeds reasonably anticipated to be generated from the offering subject to such Demand Registration (as determined in good faith by the relevant Demanding Holders and their Underwriters) equals or exceeds $25,000,000, unless such registration shall include all of the Registrable Securities, as the case may be, then owned by such Demanding Holder, as 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 registrationcase may be, and describing the intended method of distribution thereof (each, a “Demand Request” and any registration effected pursuant thereto, a “Demand Registration”). Notwithstanding the foregoing, ii) the Company shall not be required to file 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 Demand Registration Statement shall have been deemed effective in accordance with Section 2.1(b). A Demand Registration Statement may be for an offering of securities on a delayed or continuous basis under Rule 415 of the Securities Act and shall be on such 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 Request within 90 days after the effective date shall be selected in accordance with Section 2.7(f). Upon receipt of a previous Demand, the Company shall promptly give written notice of such Demand Registration or any previous Registration Statement in which the holders to each other Holder of Registrable Securities were given 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 3 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 customary underwriting or purchase arrangements pursuant to which there was no reduction in the number of Registrable Securities to shall be included, and sold in each case, in which a Demand shall be approved by the sale Demanding Holders holding a majority of the Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by in the Demand Registration in accordance with Statement for the intended methods of disposition by the CD&R StockholdersDemanding Holders.

Demand Rights. After the expiration (a) The holders of a majority of the Lock-Up Period, in the event the Company ceases to be eligible to register Registrable Securities on Form S-3 or has failed to perform its obligations under Section 2(a), the CD&R Stockholders 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 be so registered) and subject to the provisions of this Schedule 4, to require the Company 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 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 a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale of the Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition resale of all Registrable Securities covered requested by the Requesting Holders (as defined below) to be so registered (a "Demand Registration"); provided, however, that the 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 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 in accordance with Rights Agreement dated as of December 21, 1998 among the intended methods of disposition Purchaser and certain securityholders, as amended by the CD&R Stockholders.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 will be so entitled. The term "

Demand Rights. After Subject to the expiration terms and conditions of this Agreement (including Section 4.1(b)), upon written notice delivered by Shareholders holding, individually or in the aggregate, at least 5% of the Lock-Up Period, in outstanding Registrable Securities held by all Shareholders on the event date hereof at any time requesting (a “Demand”) that the Company ceases to be eligible to register Registrable Securities on Form S-3 or has failed to perform its obligations under Section 2(a), effect the CD&R Stockholders shall have the right to require the Company to file registration (a registration statement “Demand Registration”) under the Securities Act in respect of all (including (x) a registration to be made on a delayed or a portion of Registrable continuous basis under Rule 415 under the Securities owned by the CD&R Stockholders, which may, Act and (y) for the avoidance of doubt, include an Underwritten Offering (so long as such request covers at least $25,000,000 worth the IPO) of any or all of the then current value of shares of Common Stock (includingRegistrable Securities held by such Holder or Holders, for purposes which Demand shall specify the number and type of such determinationRegistrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, any shares the Company shall promptly give written notice of Common Stock issuable upon conversion of shares of Preferred Stock (including shares of Preferred Stock issued as dividends thereon as permitted 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 terms Securities Act and applicable state securities Laws of (i) the Certificate of Designations)))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 delivering the Holders thereof by written request given to the Company within thirty (30) days after the giving of such 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 Company (which request shall specify the intended method of distribution thereof 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 (each, a “Demand Request” and any registration effected pursuant thereto, a “Demand Registration”)in accordance with such intended methods of disposition) of the Registrable Securities to be so registered. Notwithstanding the foregoingimmediately 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 required obligated to file effect any such registration pursuant to this Section 4.1(a); provided, that any such registration shall be deemed to have been “effected” if the Registration Statement pursuant to a Demand Request within 90 days after relating thereto (x) has become or been declared or ordered effective under the effective date of a previous Demand Registration or Securities Act and any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale of the Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions in such Registration Statement have actually been sold thereunder or (y) has remained effective for a period of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration in accordance with the intended methods of disposition by the CD&R Stockholdersat least 180 days.

Demand Rights. After (a) Upon written request of Shareholder made at any time, the expiration 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 covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the Lock-Up Periodvarious states of the United States as may be requested by Shareholder (except any such state in which, in the event 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 ceases would be required to be eligible submit to register Registrable Securities on Form S-3 or has failed general jurisdiction to perform its obligations under Section 2(aeffect such registration), in accordance with the CD&R Stockholders shall have the right to require the Company to file a registration statement under the Securities Act intended method or methods of disposition set forth in respect of all or a portion of Registrable Securities owned by the CD&R Stockholdersthat notice, 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 Securities, as may be designated by Shareholder in its request, or that portion thereof designated in said request for registration in each of the CD&R Stockholders to be included in such registration, and describing the intended method of distribution thereof Designated Jurisdictions (each, a “Demand Request” and any registration effected pursuant thereto, a “Demand Registration”as defined below). Notwithstanding the foregoing, the Company A request for registration under this SECTION 2.2 shall not be required to file any Registration Statement pursuant to a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in specify the number of Registrable Securities to be includedregistered, and the jurisdictions in each case, the United States in which such registration is to be effected (the sale "DESIGNATED JURISDICTIONS") and the proposed manner of sale, including the Registrable Securities included therein was consummatedname and address of any proposed underwriter. The Company principal underwriter or underwriters for any such offering shall comply with the applicable provisions of the Securities Act with respect be selected by Shareholder, subject to the disposition Company's approval, which may not be unreasonably withheld or delayed. Notwithstanding any other provision in this Section, Shareholder shall not be permitted to make a demand for registration pursuant to this Section unless the number of all Registrable Securities 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 the Demand Registration in accordance with Company including, without limitation, an adjustment to take account of the intended methods five-for-one reverse stock split proposed for approval at the Company's 2002 annual meeting of disposition by stockholders) or such lesser number of shares as would yield gross proceeds of not less than $2 million based on the CD&R Stockholdersaverage closing price of the Common Stock over the ten trading day period immediately preceding the date of the written request hereunder.

Demand Rights. After Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time after consummation of the 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 such Registration Party, which Demand shall specify the number and type of such Registrable Securities to be included in such registration and the 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 Lock-Up Periodlockup 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 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 Registrable Securities to be so registered for sale. Notwithstanding the foregoing, in the event the Company ceases method of disposition is an underwritten offering, the right of any Holder to be eligible to register include Registrable Securities on Form S-3 or has failed to perform its obligations under Section 2(a), in such registration shall be conditioned upon such Holder’s participation in such underwriting and the CD&R Stockholders shall have the right to require the Company to file a registration statement under the Securities Act in respect inclusion of all or a portion of such Holder’s Registrable Securities owned in the underwriting (unless otherwise agreed 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, Holders with 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 a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale majority of the Registrable Securities included therein was consummated. The Company 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 comply (together with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration Company as provided in accordance Section 2.7) enter into an underwriting agreement in customary form with the intended methods of disposition by the CD&R Stockholdersunderwriter or underwriters selected for such underwriting.

Demand Rights. After Subject to the expiration terms and conditions of this Agreement, on or after the 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), Holders owning at least ninety percent (90%) of the Lock-Up Period, in the event the Company ceases to be eligible to register Registrable Securities on Form S-3 or has failed to perform its obligations under Section 2(athen outstanding (the “Demanding Holder(s), the CD&R Stockholders ”) shall have the right right, by delivering written notice (a “Demand”) to the Company, to require the Company to file a registration statement under effect 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 Registration (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”), 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 on such form as may be permitted under SEC Guidance (which shall be on Form S-3, to the extent permitted by SEC Guidance and the Company is S-3 Shelf Eligible), and to keep such Registration Statement (the “Demand Registration Statement”) effective for so long as is necessary to permit the disposition of such Registrable Securities, in accordance with the intended method or methods of disposition stated in such Demand; provided, however, that the 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. Notwithstanding At such time as the foregoingCompany is S-3 Shelf Eligible, a Demand Registration Statement may 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 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) of this Agreement. Upon receipt of a Demand, the Company shall not be required promptly give written notice of such Demand to file any Registration Statement pursuant to a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders each other Holder of Registrable Securities were given 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 2.1 or piggyback rights pursuant to Section 3 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 customary underwriting or purchase arrangements pursuant to which there was no reduction in the number of Registrable Securities to shall be included, and sold in each case, in which a Demand shall be approved by the sale Demanding Holders holding a majority of the Registrable Securities that are requested to be included therein was consummated. The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by in the Demand Registration in accordance with Statement for the intended methods of disposition by the CD&R StockholdersDemanding Holders.

Demand Rights. After Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time upon written notice delivered by a Xxxxx Registration Party, a North Island Registration Party or a Temasek 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 such Registration Party, which Demand shall specify the number and type of such Registrable Securities to be included in such registration and the 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 Periodlockup 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 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 Registrable Securities to be so registered for sale. Notwithstanding the foregoing, in the event the Company ceases method of disposition is an underwritten offering, the right of any Holder to be eligible to register include Registrable Securities on Form S-3 or has failed to perform its obligations under Section 2(a), in such registration shall be conditioned upon such Holder’s participation in such underwriting and the CD&R Stockholders shall have the right to require the Company to file a registration statement under the Securities Act in respect inclusion of all or a portion of such Holder’s Registrable Securities owned in the underwriting (unless otherwise agreed 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, Holders with 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 a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale majority of the Registrable Securities included therein was consummated. The Company 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 Securities through such underwriting shall comply (together with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration Company as provided in accordance with the intended methods of disposition by the CD&R Stockholders.Section

Demand Rights. After Subject to the expiration 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 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 the Holders of at least a majority-in-interest of the Lockthen-Up Period, in outstanding number of Registrable Securities (the event “Demanding Holders”) provide(s) notice (a “Demand”) requesting that the Company ceases effect the Registration (a “Demand Registration”) under the Securities Act of any or all of the Seller Registrable Securities or Founder Registrable Securities, as the case may be, which Demand shall specify the number of such Registrable Securities to be eligible 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 register 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 on such form as may be permitted under SEC Guidance (which shall be on Form S-3 or has failed Form S-3ASR, to perform its obligations under Section 2(athe extent permitted by SEC Guidance), and to keep such Registration Statement (the CD&R Stockholders shall have “Demand Registration Statement”) effective for so long as is necessary to permit the right disposition of such Registrable Securities, in accordance with the intended method or methods of disposition stated in such Demand. The Company shall, 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 require the Company to file a registration statement under the Securities Act in respect of include all or a portion of such Holder’s Registrable Securities owned by in the CD&R Stockholders, which may, for the avoidance of doubt, include an Underwritten Offering Demand Registration (so long as each such request covers at least $25,000,000 worth of the then current value of shares of Common Stock (including, for purposes Holder that includes all or a portion 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 Holder’s Registrable Securities owned by the CD&R Stockholders to be included in such registration, and describing the intended method of distribution thereof (eachRegistration, a “Requesting Holder”) shall so notify the Company, in writing, within twenty (20) Business Days after the receipt by the Holder of the Demand Request” and any registration effected pursuant thereto, a “Demand Registration”)Notice. Notwithstanding the foregoing, Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall not be required entitled to file any have its Registrable Securities included in a Registration Statement pursuant to a Demand Request within 90 days after Registration. Under no circumstances shall the effective date Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a previous Demand Registration or under this Section 2.1.1 (not counting any previous Demand Registration Statement initiated solely by Cowen Investments), subject to the limitations set forth in which the holders Section 2.8 of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be includedthis Agreement; provided, and that in each case, in which the sale of the Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration in accordance with the intended methods of disposition by the CD&R Stockholders.that

Demand Rights. After Subject to the terms and conditions of this Agreement (including Section 2.1(b)), at any time upon written notice delivered by a 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 such Registration Party, which Demand shall specify the number and type of such Registrable Securities to be included in such registration and the 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 Locklock-Up Periodup 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 request 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 Company ceases method of disposition is an underwritten offering, the right of any Registration Party to be eligible to register include Registrable Securities on Form S-3 or has failed 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 perform its obligations under Section 2(a)the extent provided in this Agreement, the CD&R Stockholders and all Registration Parties proposing to distribute their Registrable Securities through such underwriting shall have the right to require (together with the Company to file a registration statement under the Securities Act as provided in respect of all or a portion of Registrable Securities owned by the CD&R Stockholders, which may, for the avoidance of doubt, include Section 2.7) enter into 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 underwriting agreement 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 a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale of the Registrable Securities included therein was consummated. The Company shall comply customary form with the applicable provisions underwriter or underwriters selected for such underwriting. Table of the Securities Act with respect to the disposition of all Registrable Securities covered by the Demand Registration in accordance with the intended methods of disposition by the CD&R Stockholders.Contents

Demand Rights. After At the expiration request of the Lock-Up Periodholders of at least 50% of the Common Stock, in the event the Company ceases to be eligible to register Registrable Securities on Form S-3 or has failed to perform Marquee, at its obligations under Section 2(a)expense, the CD&R Stockholders shall have the right to require the Company hereby undertakes to file a registration statement Registration Statement under the Securities Act in respect of all or a portion of Registrable with the U.S. Securities owned by and Exchange Commission (the CD&R Stockholders, which may, for "SEC") at any time following the avoidance of doubt, include an Underwritten Offering (so long as such request covers at least $25,000,000 worth first anniversary of the then current value of shares of Closing Date, to register for resale, the 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 a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement brokerage transactions as defined in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the number of Registrable Securities to be included, and in each case, in which the sale of the Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions Rule 144 of the Securities Act with respect of 1933, as amended (the "Securities Act") and shall use its best efforts to effect registration under the Securities Act of such shares, provided that, Marquee shall be required to effect no more than one such registration pursuant to this Section 9.7.1. Any such registration statement shall remain in effect for not less than 12 months. Marquee shall notify the holders of said Common Stock of the disposition of all Registrable Securities covered by said Marquee Registration Statement and, to the Demand extent that the Registration in accordance with Statement shall become effective, shall, at such time, issue replacement certificates for the intended methods Common Stock eliminating the portion of disposition by the CD&R Stockholders.legend which provides: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, 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,"

Demand Rights. After the expiration (a) Upon written request of the Lock-Up PeriodShareholder made at any time (but subject to the limitations on 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 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 Shareholder (except any such state in which, in the event 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 ceases would be required to be eligible submit to register Registrable Securities on Form S-3 or has failed general jurisdiction to perform its obligations under Section 2(aeffect such registration), in accordance with the CD&R Stockholders shall have the right to require the Company to file a registration statement under the Securities Act intended method or methods of disposition set forth in respect of all or a portion of Registrable Securities owned by the CD&R Stockholdersthat notice, 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 Securities, as may be designated by the CD&R Stockholders to be included Shareholder in such registrationits request, and describing or that portion thereof designated in said request for registration in each of the intended method of distribution thereof Designated Jurisdictions (each, a “Demand Request” and any registration effected pursuant thereto, a “Demand Registration”as defined below). Notwithstanding the foregoing, the Company A request for registration under this Section 2.2 shall not be required to file any Registration Statement pursuant to a Demand Request within 90 days after the effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in specify the number of Registrable Securities to be includedregistered, and the jurisdictions in each case, the United States in which such registration is to be effected (the sale "Designated Jurisdictions") and the proposed manner of sale, including the Registrable Securities included therein was consummatedname and address of any proposed underwriter. The Company principal underwriter or underwriters for any such offering shall comply with be selected by the applicable provisions of the Securities Act with respect Shareholder, subject to the disposition Company's approval, which may not be unreasonably withheld or delayed. Notwithstanding any other provision in this Section, the Shareholder shall not be permitted to make a demand for registration pursuant to this Section unless the number of all Registrable Securities 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 appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of the Demand Registration in accordance 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 Common Stock over the ten trading day period immediately preceding the date of the written request hereunder (with the intended methods gross proceeds of disposition by Series B Preferred Stock deemed to be the CD&R Stockholdersgreater of its liquidation preference on the date of such demand and the average closing price of the Common Stock into which it is convertible and the gross proceeds of debt shall be deemed to be the greater of its principal amount and the average closing price of the Common Stock into which it is convertible).