Common use of Holders’ Demand for Registration Clause in Contracts

Holders’ Demand for Registration. Subject to Section 4.3(d), if the Company shall receive from the SLP Initiating Holders or the Co-Investor Initiating Holders (the party so effecting a demand pursuant to this Section 4.3 being referred to as the “Initiating Holders”) a written demand that the Company effect any registration (a “Demand Registration”) of Registrable Securities held by such Holders having a reasonably anticipated net aggregate offering price (after deduction of underwriting commissions and offering expenses) of at least $10,000,000, the Company will: (i) promptly (but in any event no later than 10 days prior to the date such registration becomes effective under the Securities Act) give written notice of the proposed registration to all other Holders; and (ii) use its reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 5 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 4.3 if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer or equivalent senior executive of the Company, stating that the filing or effectiveness of such Registration Statement would require the Company to make an Adverse Disclosure, in which case the Company shall have an additional period of not more than 30 days (or such longer period as may be agreed upon by the Initiating Holders) within which to file such Registration Statement; provided, however, that, unless otherwise agreed by the applicable Initiating Holders, the Company shall not use this right more than once in any 12-month period.

Holders’ Demand for Registration. Subject to Section 4.3(d)the provisions of this Article II, if at any time and from time to time, each Demand Holder shall have the Company shall receive from the SLP Initiating Holders or the Co-Investor Initiating Holders (the party so effecting a demand pursuant right to this Section 4.3 being referred to as the “Initiating Holders”) a written demand request in writing that the Company effect any registration register the sale under the Securities Act of all or part of the Registrable Securities beneficially owned by such Demand Holder or its Affiliates (a “Demand RegistrationRight”) of Registrable Securities held by such Holders having a reasonably anticipated net aggregate offering price (after deduction of underwriting commissions and offering expenses) of at least $10,000,000, ). Notwithstanding the Company willforegoing: (i) promptly the Apollo Stockholder shall have an unlimited number of Demand Rights; provided, that, subject to Section 8.4, the Apollo Stockholder may provide a Transferee with the following Demand Rights: (A) no Demand Rights if such Transferee acquires less than 5% of the outstanding Shares, (B) one Demand Right if such Transferee acquires at least 5% but not more than 15% of the outstanding Shares and (C) two Demand Rights if such Transferee acquires at least 15% of the outstanding Shares; provided, further, that, in any the event no later than 10 days prior the Apollo Stockholder has provided a Transferee with Demand Rights pursuant to clauses (B) or (C) above, the Warrant Holder shall be granted Demand Rights at the same time and on the same basis as such Transferee based on the percentage of outstanding Shares then held by the Warrant Holder or which the Warrant Holder has the right to acquire pursuant to the date such registration becomes effective under the Securities Act) give written notice exercise of the proposed registration to all other Holdersits warrants, regardless of whether then exercisable; and (ii) use a Demand Right may be exercised only if (x) the aggregate offering price of the Shares to be sold by the Demand Holder and its reasonable best efforts Affiliates in the applicable offering (before deduction of underwriter discounts and commissions) is reasonably expected to effect exceed, in the aggregate, $50.0 million or (y) such registration as soon as practicable as will permit or facilitate the sale and distribution of Demand Right is exercised with respect to all or such portion of such Initiating Holders’ remaining Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received held by the Demand Holder; provided, that if the Company within 5 days after such written notice is givenhas previously effected a Demand Registration pursuant to this Section 2.1, provided that the Company shall not be obligated to take any action required to effect any such registration an additional Demand Registration pursuant to this Section 4.3 if the Company shall furnish to such Holders 2.1 until a certificate signed by the Chief Executive Officer or equivalent senior executive period of the Company, stating that the filing or effectiveness of such Registration Statement would require the Company to make an Adverse Disclosure, in which case the Company 90 days shall have an additional period of not more than 30 days (or elapsed from the date on which such longer period as may be agreed upon by the Initiating Holders) within which to file such Registration Statement; provided, however, that, unless otherwise agreed by the applicable Initiating Holders, the Company shall not use this right more than once in any 12-month periodprevious registration became effective.

Holders’ Demand for Registration. Subject to Section 4.3(d)the provisions of this Article II, if at any time and from time to time, each Demand Holder shall have the Company shall receive from the SLP Initiating Holders or the Co-Investor Initiating Holders (the party so effecting a demand pursuant right to this Section 4.3 being referred to as the “Initiating Holders”) a written demand request in writing that the Company effect any registration register the sale under the Securities Act of all or part of the Registrable Securities beneficially owned by such Demand Holder or its Affiliates (a “Demand RegistrationRight”) of Registrable Securities held by such Holders having a reasonably anticipated net aggregate offering price (after deduction of underwriting commissions and offering expenses) of at least $10,000,000, ). Notwithstanding the Company willforegoing: (i) promptly each Apollo Stockholder shall have an unlimited number of Demand Rights; provided, that, subject to Section 8.4, each Apollo Stockholder may provide a Transferee with the following Demand Rights: (but in any event A) no later Demand Rights if such Transferee acquires less than 10 days prior to the date such registration becomes effective under the Securities Act) give written notice 5% of the proposed registration to all other Holdersoutstanding Shares, (B) one Demand Right if such Transferee acquires at least 5% but not more than 15% of the outstanding Shares and (C) two Demand Rights if such Transferee acquires at least 15% of the outstanding Shares; and Table of Contents (ii) use its reasonable best efforts the SCP Investor shall have, in the aggregate, three Demand Rights and the Datapipe Investor shall have one Demand Right (in each case, reduced by the number of Underwritten Shelf Take-Downs that such Holder initiates under Section 2.2(c)); provided, that no Demand Registration shall be deemed to effect be a Demand Registration for the purposes of this clause (ii) if the SCP Investor or Datapipe Investor, as applicable, requesting such registration as soon as practicable as will permit or facilitate the sale and distribution of Demand Registration is not able to sell all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities proposed to be sold therein as a result of the participation of any other Holder or Holders joining in such demand as are specified in a written demand received by Demand Registration or the Company within 5 days after such written notice is givenapplication of Section 2.5(b); provided, provided that further, that, (A) the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 4.3 if Demand Registration at the Company shall furnish to such Holders a certificate signed by request of the Chief Executive Officer SCP Investor or equivalent senior executive the Datapipe Investor until the one-year anniversary of the closing of the Company, stating that ’s initial public offering unless (x) the filing or effectiveness of such Company is eligible to file a Shelf Registration Statement would require using a Short-Form Registration Statement and the Lock-up Period relating to the initial public offering has expired or (y) the prior written consent of the Company to make an Adverse Disclosureis obtained, in which case the Company shall have an additional period of not more than 30 days or (or such longer period as may be agreed upon by the Initiating HoldersB) within which to file such Registration Statement; provided, however, that, unless otherwise agreed in writing by the applicable Initiating HoldersCompany, the Company shall not use this right be obligated to take any action to effect more than once one Demand Registration or Underwritten Shelf Take-Down at the request of the SCP Investor in any 12-month periodperiod and (C) subject to Section 8.4, the SCP Investor and the Datapipe Investor each may provide a Transferee with all of (or in the case of the SCP Investor, a portion of) its remaining Demand Rights so long as the SCP Investor or the Datapipe Investor, as applicable, Transfers at least 50% of the Shares that it holds as of the date of this Agreement (subject, in each case, to Section 8.16) to such Transferee; (iii) a Demand Right may be exercised only if (x) the aggregate offering price of the Shares to be sold by the Demand Holder and its Affiliates in the applicable offering (before deduction of underwriter discounts and commissions) is reasonably expected to exceed, in the aggregate, $66.0 million or (y) such Demand Right is exercised with respect to all remaining Registrable Securities held by the Demand Holder; provided, that if the Company has previously effected a Demand Registration pursuant to this Section 2.1, the Company shall not be required to effect an additional Demand Registration pursuant to this Section 2.1 until a period of 75 days shall have elapsed from the date on which such previous registration became effective.

Holders’ Demand for Registration. Subject to Section 4.3(d)the provisions of this Article II, if at any time and from time to time, each Demand Holder shall have the Company shall receive from the SLP Initiating Holders or the Co-Investor Initiating Holders (the party so effecting a demand pursuant right to this Section 4.3 being referred to as the “Initiating Holders”) a written demand request in writing that the Company effect any registration register the sale under the Securities Act of all or part of the Registrable Securities beneficially owned by such Demand Holder or its Affiliates (a “Demand RegistrationRight”) of Registrable Securities held by such Holders having a reasonably anticipated net aggregate offering price (after deduction of underwriting commissions and offering expenses) of at least $10,000,000, ). Notwithstanding the Company willforegoing: (i) promptly each Javitt Stockholder shall have an unlimited number of Demand Rights; provided, that, subject to Section 8.4, each Javitt Stockholder may provide a Transferee with the following Demand Rights: (but in any event A) no later Demand Rights if such Transferee acquires less than 10 days prior to the date such registration becomes effective under the Securities Act) give written notice 5% of the proposed registration to all other Holders; andoutstanding Shares, (B) one Demand Right if such Transferee acquires at least 5% but not more than 15% of the outstanding Shares and (C) two Demand Rights if such Transferee acquires at least 15% of the outstanding Shares; (ii) use [reserved]; (iii) a Demand Right may be exercised only if (x) the aggregate offering price of the Shares to be sold by the Demand Holder and its reasonable best efforts Affiliates in the applicable offering (before deduction of underwriter discounts and commissions) is reasonably expected to effect exceed, in the aggregate, $50 million or (y) such registration as soon as practicable as will permit or facilitate the sale and distribution of Demand Right is exercised with respect to all or such portion of such Initiating Holders’ remaining Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received held by the Demand Holder; provided, that if the Company within 5 days after such written notice is givenhas previously effected a Demand Registration pursuant to this Section 2.1, provided that the Company shall not be obligated to take any action required to effect any such registration an additional Demand Registration pursuant to this Section 4.3 if the Company shall furnish to such Holders 2.1 until a certificate signed by the Chief Executive Officer or equivalent senior executive period of the Company, stating that the filing or effectiveness of such Registration Statement would require the Company to make an Adverse Disclosure, in which case the Company 75 days shall have an additional period of not more than 30 days (or elapsed from the date on which such longer period as may be agreed upon by the Initiating Holders) within which to file such Registration Statement; provided, however, that, unless otherwise agreed by the applicable Initiating Holders, the Company shall not use this right more than once in any 12-month periodprevious registration became effective.

Holders’ Demand for Registration. Subject to Section 4.3(d)the provisions of this Article II, if at any time and from time to time, each Demand Holder shall have the Company shall receive from the SLP Initiating Holders or the Co-Investor Initiating Holders (the party so effecting a demand pursuant right to this Section 4.3 being referred to as the “Initiating Holders”) a written demand request in writing that the Company effect any registration register the sale under the Securities Act of all or part of the Registrable Securities beneficially owned by such Demand Holder or its Affiliates (a “Demand RegistrationRight”) of Registrable Securities held by such Holders having a reasonably anticipated net aggregate offering price (after deduction of underwriting commissions and offering expenses) of at least $10,000,000, ). Notwithstanding the Company willforegoing: (i) promptly each Apollo Stockholder shall have an unlimited number of Demand Rights; provided, that, subject to Section 8.4, each Apollo Stockholder may provide a Transferee with the following Demand Rights: (but in any event A) no later Demand Rights if such Transferee acquires less than 10 days prior to the date such registration becomes effective under the Securities Act) give written notice 5% of the proposed registration to all other Holders; andoutstanding Shares, (B) one Demand Right if such Transferee acquires at least 5% but not more than 15% of the outstanding Shares and (C) two Demand Rights if such Transferee acquires at least 15% of the outstanding Shares; (ii) use its reasonable best efforts the SCP Investor shall have, in the aggregate, three Demand Rights and the Datapipe Investor shall have one Demand Right (in each case, reduced by the number of Underwritten Shelf Take-Downs that such Holder initiates under Section 2.2(c)); provided, that no Demand Registration shall be deemed to effect be a Demand Registration for the purposes of this clause (ii) if the SCP Investor or Datapipe Investor, as applicable, requesting such registration as soon as practicable as will permit or facilitate the sale and distribution of Demand Registration is not able to sell all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities proposed to be sold therein as a result of the participation of any other Holder or Holders joining in such demand as are specified in a written demand received by Demand Registration or the Company within 5 days after such written notice is givenapplication of Section 2.5(b); provided, provided that further, that, (A) the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 4.3 if Demand Registration at the Company shall furnish to such Holders a certificate signed by request of the Chief Executive Officer SCP Investor or equivalent senior executive the Datapipe Investor until the one-year anniversary of the closing of the Company, stating that ’s initial public offering unless (x) the filing or effectiveness of such Company is eligible to file a Shelf Registration Statement would require using a Short-Form Registration Statement and the Lock-up Period relating to the initial public offering has expired or (y) the prior written consent of the Company to make an Adverse Disclosureis obtained, in which case the Company shall have an additional period of not more than 30 days or (or such longer period as may be agreed upon by the Initiating HoldersB) within which to file such Registration Statement; provided, however, that, unless otherwise agreed in writing by the applicable Initiating HoldersCompany, the Company shall not use this right be obligated to take any action to effect more than once one Demand Registration or Underwritten Shelf Take-Down at the request of the SCP Investor in any 12-month periodperiod and (C) subject to Section 8.4, the SCP Investor and the Datapipe Investor each may provide a Transferee with all of (or in the case of the SCP Investor, a portion of) its remaining Demand Rights so long as the SCP Investor or the Datapipe Investor, as applicable, Transfers at least 50% of the Shares that it holds as of the date of this Agreement (subject, in each case, to Section 8.16) to such Transferee; (iii) a Demand Right may be exercised only if (x) the aggregate offering price of the Shares to be sold by the Demand Holder and its Affiliates in the applicable offering (before deduction of underwriter discounts and commissions) is reasonably expected to exceed, in the aggregate, $66.0 million or (y) such Demand Right is exercised with respect to all remaining Registrable Securities held by the Demand Holder; provided, that if the Company has previously effected a Demand Registration pursuant to this Section 2.1, the Company shall not be required to effect an additional Demand Registration pursuant to this Section 2.1 until a period of 75 days shall have elapsed from the date on which such previous registration became effective.

Holders’ Demand for Registration. Subject to the limitations set forth in Section 4.3(d5.3(d), if the Company shall receive from the SLP H&F Initiating Holders or the Co-Investor TCEP Initiating Holders (the party so effecting a demand pursuant to this Section 4.3 5.3 being referred to as the “Initiating Holders”) ), a written demand that the Company effect any registration (a “Demand Registration”) of Registrable Securities held by such Holders having a reasonably anticipated net aggregate offering price (after deduction of underwriting underwriter commissions and offering expenses) of at least $10,000,000, the Company will: (i) promptly (but in any event no later than 10 within fifteen (15) days prior to the date such registration becomes effective under the Securities Act) give written notice of the proposed registration to all other Holders; and (ii) use its reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or other Holders joining in such demand as are specified in a written demand received by the Company within 5 ten (10) days after such written notice is given, ; provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 4.3 5.3 if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President or equivalent senior executive of the Company, stating that the filing or effectiveness of such Registration Statement would require the Company to make an Adverse Disclosure, in which case the Company shall have an additional period of not more than 30 sixty (60) days (or such longer period as may be agreed upon by the Initiating Holders) within which to file such Registration Statement; provided, however, that, unless otherwise agreed by the applicable Initiating Holders, that the Company shall not use this right more than once an aggregate of ninety (90) days in any twelve-month (12-) month period.

Holders’ Demand for Registration. Subject to Section 4.3(d)the provisions of this Article II, if at any time and from time to time, each Demand Holder shall have the Company shall receive from the SLP Initiating Holders or the Co-Investor Initiating Holders (the party so effecting a demand pursuant right to this Section 4.3 being referred to as the “Initiating Holders”) a written demand request in writing that the Company effect any registration register the sale under the Securities Act of all or part of the Registrable Securities beneficially owned by such Demand Holder or its Affiliates (a “Demand RegistrationRight”) of Registrable Securities held by such Holders having a reasonably anticipated net aggregate offering price (after deduction of underwriting commissions and offering expenses) of at least $10,000,000, ). Notwithstanding the Company willforegoing: (i) promptly each Javitt Stockholder shall have an unlimited number of Demand Rights; provided, that, subject to Section 8.4, each Javitt Stockholder may provide a Transferee with the following Demand Rights: (but in any event A) no later Demand Rights if such Transferee acquires less than 10 days prior to the date such registration becomes effective under the Securities Act) give written notice 5% of the proposed registration to all other Holders; andoutstanding Shares, (B) one Demand Right if such Transferee acquires at least 5% but not more than 15% of the outstanding Shares and (C) two Demand Rights if such Transferee acquires at least 15% of the outstanding Shares; (ii) use [reserved]; (iii) a Demand Right may be exercised only if (x) the aggregate offering price of the Shares to be sold by the Demand Holder and its reasonable best efforts Affiliates in the applicable offering (before deduction of underwriter discounts and commissions) is reasonably expected to effect exceed, in the aggregate, $[●] million or (y) such registration as soon as practicable as will permit or facilitate the sale and distribution of Demand Right is exercised with respect to all or such portion of such Initiating Holders’ remaining Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received held by the Demand Holder; provided, that if the Company within 5 days after such written notice is givenhas previously effected a Demand Registration pursuant to this Section 2.1, provided that the Company shall not be obligated to take any action required to effect any such registration an additional Demand Registration pursuant to this Section 4.3 if the Company shall furnish to such Holders 2.1 until a certificate signed by the Chief Executive Officer or equivalent senior executive period of the Company, stating that the filing or effectiveness of such Registration Statement would require the Company to make an Adverse Disclosure, in which case the Company 75 days shall have an additional period of not more than 30 days (or elapsed from the date on which such longer period as may be agreed upon by the Initiating Holders) within which to file such Registration Statement; provided, however, that, unless otherwise agreed by the applicable Initiating Holders, the Company shall not use this right more than once in any 12-month periodprevious registration became effective.

Holders’ Demand for Registration. Subject to Section 4.3(d3(d), if if, following the Company consummation of the IPO, the Corporation shall receive from the SLP Initiating Holders or the Co-Investor Initiating Holders (the party so effecting a demand pursuant to this Section 4.3 being referred to as the “Initiating Holders”) a written demand from: (x) the CBP Holders; (y) the NVX Holders, provided that the Company NVX Holders shall only have two (2) such demand rights, or (z) the NEP Holders, provided that the NEP Holders shall only have one (1) such demand right for so long as the NEP Holders collectively own 75% of the Capital Stock of the Corporation held by the NEP Holders on the closing date of the IPO, in the case of each of clauses (x), (y) and (z), that the Corporation effect any registration other than a shelf registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such Holders Holder(s) having a reasonably anticipated net aggregate offering price (after deduction of underwriting underwriter commissions and offering expenses) of at least least, in the case of a Demand Registration pursuant to clause (x) or (y), $10,000,000, and in the Company case of a Demand Registration pursuant to clause (z), $25,000,000 unless such registration is for all of the Registrable Securities then held by the Initiating Holders and their respective Permitted Transferees (in which case there is no minimum other than the inclusion of all of such Registrable Securities), the Corporation will: (i) promptly (but in any event no later than 10 within ten (10) days prior to the date such registration becomes effective under the Securities Act) give written notice of the proposed registration to all other Eligible Demand Participation Holders; and (ii) use its reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution of all or such portion of such Initiating HoldersHolder(s)’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or other Eligible Demand Participation Holders joining in such demand as are specified in a written demand received by the Company Corporation within 5 five (5) days after such written notice is given; provided, provided that the Company Corporation shall not be obligated to take file any action to effect any such registration Registration Statement or other disclosure document pursuant to this Section 4.3 3 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if the Company Corporation shall furnish to such Eligible Demand Participation Holders a certificate signed by the Chief Executive Officer chief executive officer or equivalent senior executive of the CompanyCorporation, stating that the filing or effectiveness of such Registration Statement would require the Company Corporation to make an Adverse Disclosure, in which case the Company Corporation shall have an additional period (each, a “Demand Delay”) of not more than 30 sixty (60) days (or such longer period as may be agreed upon by the Initiating Holders) within which to file such Registration Statement; provided, however, that, unless otherwise agreed consented to in writing by the applicable Initiating Holders, the Company Corporation shall not use this right exercise, in any twelve (12) month period, (x) more than once two (2) Demand Delays pursuant to this 3(a)(ii) and Shelf Suspensions pursuant to 2(c) in the aggregate or (y) aggregate Demand Delays pursuant to this Section 3(a)(ii) and Shelf Suspensions pursuant to Section 2(c) of more than one hundred twenty (120) days. Each Eligible Demand Participation Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by the Corporation, except (A) for disclosure to such Eligible Demand Participation Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by law. No Initiating Holder, other than the CBP Initiating Holder, shall have the right to demand that the Corporation file a Registration Statement pursuant to this Section 3(a) if such Initiating Holder could sell or otherwise distribute its Registrable Securities pursuant to Rule 144 promulgated under the Securities Act in a single transaction without any 12-month periodvolume or manner of sale limitations.

Holders’ Demand for Registration. Subject to Section 4.3(d3(d), if if, following the Company consummation of the IPO, the Corporation shall receive from the SLP Initiating Holders or the Co-Investor Initiating Holders (the party so effecting a demand pursuant to this Section 4.3 being referred to as the “Initiating Holders”) a written demand from: (x) the CBP Holders; (y) the NVX Holders, provided that the Company NVX Holders shall only have two (2) such demand rights, or (z) the NEP Holders, provided that the NEP Holders shall only have one (1) such demand right for so long as the NEP Holders collectively own 75% of the Capital Stock of the Corporation held by the NEP Holders on the closing date of the IPO, in the case of each of clauses (x), (y) and (z), that the Corporation effect any registration other than a shelf registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such Holders Holder(s) having a reasonably anticipated net aggregate offering price (after deduction of underwriting underwriter commissions and offering expenses) of at least least, in the case of a Demand Registration pursuant to clause (x) or (y), $10,000,000, and in the Company case of a Demand Registration pursuant to clause (z), $25,000,000 unless such registration is for all of the Registrable Securities then held by the Initiating Holders and their respective Permitted Transferees (in which case there is no minimum other than the inclusion of all of such Registrable Securities), the Corporation will: (i) promptly (but in any event no later than 10 within ten (10) days prior to the date such registration becomes effective under the Securities Act) give written notice of the proposed registration to all other Eligible Demand Participation Holders; and (ii) use its reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution of all or such portion of such Initiating HoldersHolder(s)’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or other Eligible Demand Participation Holders joining in such demand as are specified in a written demand received by the Company Corporation within 5 five (5) days after such written notice is given; provided, provided that the Company Corporation shall not be obligated to take file any action to effect any such registration Registration Statement or other disclosure document pursuant to this Section 4.3 3 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if the Company Corporation shall furnish to such Eligible Demand Participation Holders a certificate signed by the Chief Executive Officer chief executive officer or equivalent senior executive of the CompanyCorporation, stating that the filing or effectiveness of such Registration Statement would require the Company Corporation to make an Adverse Disclosure, in which case the Company Corporation shall have an additional period (each, a “Demand Delay”) of not more than 30 sixty (60) days (or such longer period as may be agreed upon by the Initiating Holders) within which to file such Registration Statement; provided, however, that, unless otherwise agreed consented to in writing by the applicable Initiating Holders, the Company Corporation shall not use this right exercise, in any twelve (12) month period, (x) more than once two (2) Demand Delays pursuant to this Section 3(a)(ii) and Shelf Suspensions pursuant to 2(c) in the aggregate or (y) aggregate Demand Delays pursuant to this Section 3(a)(ii) and Shelf Suspensions pursuant to Section 2(c) of more than one hundred twenty (120) days. Each Eligible Demand Participation Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by the Corporation, except (A) for disclosure to such Eligible Demand Participation Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by law. No Initiating Holder, other than the CBP Initiating Holder, shall have the right to demand that the Corporation file a Registration Statement pursuant to this Section 3(a) if such Initiating Holder could sell or otherwise distribute its Registrable Securities pursuant to Rule 144 promulgated under the Securities Act in a single transaction without any 12-month periodvolume or manner of sale limitations.

Holders’ Demand for Registration. Subject to Section 4.3(d), At any time after 180 days following the Qualified Public Offering of the Company's Common Stock if the Company shall receive from the SLP Initiating Holders or the Co-Investor Initiating Holders (the party so effecting a demand pursuant to this Section 4.3 being referred to as the “Initiating Holders”) other than Purchaser a written demand that the Company effect any registration (a “"Demand Registration”") of at least fifty percent (50%) of the Registrable Securities held by of such Holders (other than a registration on Form S-3 or any related form of registration statement, such a request being provided for under Section 18(i) hereof) having a reasonably an anticipated net aggregate offering price (after deduction of underwriting underwriter commissions and offering expenses) of at least $10,000,0005,000,000, the Company will: (iA) promptly (but in any event no later than within 10 days prior to the date such registration becomes effective under the Securities Actdays) give written notice of the proposed registration to all other Holders; and (iiB) use its reasonable best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ ' Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 5 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 4.3 if 18(b): (I) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act; (II) After the Company has effected one (1) such registration pursuant to this Section 18(b)(i) and the sales of the shares of Common Stock under such registrations have closed; (III) If the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President or equivalent senior executive of the Company, stating that in the filing or effectiveness good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its shareholders for such Registration Statement to be filed at the date filing would require the Company to make an Adverse Disclosurebe required, in which case the Company shall have an additional period of not more than 30 90 days (or such longer period as may be agreed upon by the Initiating Holders) within which to file such Registration Statement; provided, however, that, unless otherwise agreed by the applicable Initiating Holders, that the Company shall not use this right more than once twice in any 12-12 month period; (IV) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 18(b) hereof, provided that the Company is employing in good faith all reasonable efforts to cause such registration statement to become effective.