Common use of Registration Upon Demand Clause in Contracts

Registration Upon Demand. At any time after the date hereof and for so long as there are any Registrable Shares, upon the written request of the Lead Holder acting on behalf of Holders holding an amount of Registrable Shares equal to at least ten percent (10%) of the Original Amount (a “Demand Request”), the Issuer shall prepare a registration statement (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any Demand Registration Statement so requested to be filed shall not be less than $75 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer). The Demand Request shall specify, for each Holder, the number of Registrable Shares to be included in such Demand Registration Statement for such Holder’s account. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC as promptly as reasonably practicable following the receipt of the Demand Request, (ii) to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than three (3) Demand Requests may be made. In no event shall the Issuer be required to include a Holder’s Registrable Shares in a Demand Registration Statement if such Holder included in any Section 2.10 Registration Statement declared effective within the 60 calendar days preceding the Demand Request relating to such Demand Registration Statement all of the Registrable Shares such Holder sought to be included in such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End Date).

Registration Upon Demand. 2.1 At any time after during the date hereof term of this Agreement, the Holder of a majority of the Registrable Securities then outstanding may deliver to the Company one, and for so long as there are any Registrable Sharesonly one, upon the written request that all, or a portion, of the Lead Holder acting on behalf Registrable Securities be registered (in an underwritten public offering or otherwise) pursuant to the terms of Holders holding an amount this Agreement (a "Demand Registration Request"). 2.2 In addition to the registration rights provided in Section 2.1 above, at any time, and from time to time, during the term of this Agreement if at any time the Company is eligible to use SEC Form S-3 (or any successor form) for registration of secondary sales of Registrable Shares equal to at least ten percent (10%) Securities, the Holder of a majority of the Original Amount Registrable Securities then outstanding may deliver to the Company a written request that all, or a portion, of the Registrable Securities be registered (in an underwritten public offering or otherwise) on such form (an "S-3 Registration Request, and together with a “Demand Request”), the Issuer shall prepare a registration statement (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 EligibleRequest, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any Demand "Registration Statement so requested to be filed shall not be less than $75 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the IssuerRequest"). The Demand Request shall specify, Company will use its best commercial efforts to qualify and maintain its qualification for each Holdereligibility to use Form S-3 for such purposes. 2.3 Within 31 days after a Registration Request, the number of Registrable Shares to be included in such Demand Company shall prepare and file a Registration Statement for on the appropriate SEC form to effect the Registration of all Registrable Securities which the Company has been requested to register pursuant to the Registration Request, to the extent requisite to permit the public disposition of such Holder’s accountRegistrable Securities. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer The Company shall use commercially reasonable its best commercial efforts to cause the Demand Registration Statement that is the subject of this Section 2 to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with declared effective by the SEC as promptly as reasonably practicable following upon the receipt earlier to occur of (a) 90 days after the date of the Demand Registration Request, (ii) to become effective as promptly as reasonably practicable after filing60 days following the filing of the Registration Statement, and or (iii) to remain continuously effective during five business days after receipt of a "no review" or similar letter from the time period (SEC. Should the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (not relate to the “Effective Time”) and ending on (A) entire number of Registrable Securities requested by the date that there are no longer any Registrable Shares covered by such Demand Holder in the Registration Statement or (B) if earlierRequest, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than three (3) Demand Requests may be made. In no event Company shall the Issuer be required to include promptly file a Holder’s Registrable Shares in a Demand separate Registration Statement if such Holder included in any Section 2.10 Registration Statement declared effective within (utilizing Rule 462 promulgated under the 60 calendar days preceding the Demand Request Exchange Act, where applicable) relating to such Demand Registrable Securities that then remain unregistered. The provisions of this Agreement shall relate to such separate Registration Statement all as if it were an amendment to the Registration Statement filed pursuant to the Registration Request. 2.4 Notwithstanding the foregoing, if the Company furnishes to the Holder a certificate signed by the President or Chief Executive Officer of the Registrable Shares such Holder sought Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for a Registration Upon Demand to be included in effected at such time, then, the Company shall have the right to defer the filing of the Registration Upon Demand for a period of not more than one hundred twenty (120) days after receipt of the Registration Request under Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End Date)2.1.

Registration Upon Demand. At any time after If the date hereof and for so long as there are any Registrable Shares, upon the written request of the Lead Holder acting on behalf of Holders holding an amount of Registrable Shares equal to at least ten percent (10%) of the Original Amount (a “Demand Request”), the Issuer Company shall prepare a registration statement (a “Demand Registration Statement”) on receive from (i) if holders of a majority of the Issuer is then S-3 Eligible, a Form S-3 Registrable Securities held by the Purchasers (the "INITIATING PURCHASERS") or (ii) if holders of a majority of the Issuer is not then S-3 EligibleRegistrable Securities held by the Preference Holders (the "INITIATING PREFERENCE HOLDERS") a written request (a "REQUEST FOR REGISTRATION") that the Company effect a registration under the Securities Act of Registrable Securities held by the Purchasers, in the case of a request by the Initiating Purchasers, or held by the Preference Holders, in the case of a request by the Initiating Preference Holders, the Company shall: (i) Promptly, and in any event within 15 days, give written notice of the proposed registration to all holders of Registrable Securities (other than the Initiating Purchasers or the Initiating Preference Holders in the case of a Request For Registration from such Persons); and (ii) Use its reasonable best efforts to effect such registration of the Registrable Securities (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other appropriate form under governmental requirements or regulations) as may be so requested and as would permit or facilitate the 1933 Actsale and distribution of all or such portion of such Registrable Securities as are specified in such request, for together with all or such portion of the type Registrable Securities of offering contemplated any Participating Holder joining in such request as are specified in a written request received by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415Company within 15 days after receipt of the notice specified in Section 2.1(a)(i); provided, however, that the aggregate Company shall not be obligated to take any action in respect of a Request For Registration to effect any such registration pursuant to the provisions of this Section 2.1(a): (A) If with respect to a Request For Registration by the Initiating Purchasers, the Company has already effected three such Requests for Registration on behalf of Initiating Purchasers on the Commission's Form S-1 (or any successor form to Form S-1) (a "FORM S-1") pursuant to the provisions of this Section 2.1(a), and such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold; (B) If with respect to a Request For Registration by the Preference Holders, the Company has already effected three such Requests For Registration on behalf of Initiating Preference Holders on a Form S-1 pursuant to the provisions of this Section 2.1(a), and such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold; (C) If such request would require a registration within (i) 180 days from the effective date of a registration on Form S-1 pertaining to an IPO and (ii) 90 days from the effective date of a registration on Form S-1 pertaining to an underwritten offering price applicable of Registrable Securities; (D) If the minimum estimated market value of any offering of Registrable Securities pursuant to the provisions of this Section 2.1 is less than $10,000,000; or (E) If at the time of any Request For Registration, the Company is engaged in, or has fixed plans to engage in within 30 days of the time of the Request For Registration, a registered public offering, or is engaged in some other activity which, in the good faith determination of the Independent Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such Request For Registration be delayed for a period not in excess of 60 days from the proposed effective date of such registered public offering or, in the case of such other activity, until such time as the opportunity for material detriment shall have ended; provided, however, that in no event shall any delay be longer than 90 days from the date of receipt of the Request For Registration, such right to delay a Request For Registration to be exercised by the Company not more than once in any 12 month period. The Company shall give written notice of its determination to postpone a Request For Registration to the Participating Holders (provided, that the Company shall not be required to disclose, in connection with its obligations under this sentence, any information that could be deemed material non-public information to any Demand Registration Statement Participating Holders) and of the fact that the reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. (iii) Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities so requested to be filed shall not be less than $75 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer). The Demand Request shall specify, for each Holder, the number of Registrable Shares to be included in such Demand Registration Statement for such Holder’s account. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC registered as promptly soon as reasonably practicable following the after receipt of the Demand Request, Request For Registration (ii) to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No but not more than three 45 days after receipt of the request for registration pursuant to the provisions of this Section). (3iv) Demand Requests may be made. In no event shall the Issuer be required to include If as a Holder’s Registrable Shares in result of a Demand Registration Statement if such Holder included Cutback the Purchasers are not allowed to include in any Section 2.10 Registration Statement declared effective within such registration at least 50% of their Registrable Securities requested to be registered (whether or not a Purchaser initiated such request), then such registration shall not count as one of the 60 calendar days preceding the Demand Request relating to such Purchasers' three Requests For Registration. If as a result of a Demand Registration Statement all Cutback the Preference Holders are not allowed to include in any such registration at least 50% of their Registrable Securities requested to be registered (whether or not a Preference Holder initiated such request), then such registration shall not count as one of the Registrable Shares such Holder sought to be included in such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End Date)Preference Holders' three Requests For Registration.

Registration Upon Demand. At any time after the date hereof and for so long as there are any Registrable SharesShares (including shares issuable upon conversion of outstanding shares of New DHC Preferred Stock), upon the written request of the Lead Holder acting on behalf of Holders holding an amount of Registrable Shares equal to at least ten five percent (105%) of the Original Amount Registrable Shares then outstanding (a “Demand Request”), the Issuer New DHC shall prepare a registration statement on the appropriate form under the Securities Act (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act), for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any Demand Registration Statement so requested to be filed shall not be less than $75 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer)Request. The Demand Request shall specify, for each Holder, the number of Registrable Shares to be included in such Demand Registration Statement for such Holder’s account. If ; provided that the Issuer is ASRS Eligible at the time aggregate Market Value of Registrable Shares so specified in any such Demand Request is received for a shelf registration statement, shall be not less than $100,000,000 (as of the Issuer most recent trading day preceding the delivery of such Demand Request to New DHC). New DHC shall use commercially reasonable efforts efforts, subject to Sections 2.04 and 2.05, to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement to: (i) to be filed with the SEC as promptly as reasonably practicable following the after New DHC’s receipt of the Demand RequestRequest (but in any event within 30 days of receipt of such request), (ii) to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, and if the Demand Registration Statement relates to an offering made on a delayed or continuous basis under Rule 415, the 30th day (90th 120th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (effective. Holders shall have the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than right to make a total of three (3) Demand Requests may be madehereunder. In no event Notwithstanding anything contained in this Agreement to the contrary, New DHC shall the Issuer not be required to include a Holder’s Registrable Shares in prepare or file a Demand Registration Statement if such Holder included for Registrable Shares identified in any Section 2.10 Registration Statement declared effective within the 60 calendar days preceding the Demand Request relating if New DHC shall have effected a registration of shares of New DHC common stock at any time during the immediately preceding six month period. The Effectiveness Period referred to such Demand Registration Statement all above shall be extended by the number of days covered by any Blackout Period and/or the Registrable Shares such Holder sought number of days during which the use of any prospectus is suspended pursuant to be included in such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (2.05 or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End DateSection 3.01(i).

Registration Upon Demand. At any time commencing upon the earlier of (i) sixty (60) days after the date hereof of the closing of the transactions contemplated by the Merger Agreement and (ii) the date of the termination of the Merger Agreement in accordance with its terms, and for so long as there are any Registrable Shares, upon the written request of the Lead Holder acting on behalf of one or more Holders holding an amount of Registrable Shares equal to at least ten percent (10%) of the Original Amount (a “Demand Request”), the Issuer shall prepare a registration statement (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any Demand Registration Statement so requested to be filed shall not be less than $75 50 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer). The Demand Request shall specify, for each Holder, the number of Registrable Shares to be included in such Demand Registration Statement for such Holder’s accountaccount and such Holder’s intended method of distribution. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC as promptly as reasonably practicable following the receipt of the Demand Request, (ii) to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, the 30th 90th day (90th 180th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than three four (34) Demand Requests may be made. In no event shall the Issuer be required to include a Holder’s Registrable Shares in a Demand Registration Statement if such Holder included in any Section 2.10 Registration Statement declared effective within the 60 calendar days preceding the Demand Request relating to such Demand Registration Statement all of the Registrable Shares such Holder sought to be included in such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End Date).

Registration Upon Demand. (i) At any time on or after the earlier ------------------------ to occur of (x) the second anniversary of the Closing Date or (y) the Lock-up Termination Date, one or more Holders that in the aggregate beneficially own at least 50% of the Registrable Securities issued or issuable upon the conversion of Series A Preferred or exercise of Warrants may make a demand that the Company effect the registration of all or part of such Holders' Registrable Securities (a "Demand Registration"). Upon receipt of a valid request for a Demand ------------------- Registration, the Company shall promptly, and in any event no later than 15 days after such receipt, notify all other Holders of the making of such demand and shall use its best efforts to register under the Act as expeditiously as may be practicable the Registrable Securities that Holders have requested the Company to register in accordance with this Section 2.1. Notwithstanding the foregoing, the Company shall not be required to effect any registration if the Registrable Securities that the Company shall have been requested to register shall, in the aggregate, have a current market value of less than $5,000,000. The Holders shall have the right to one Demand Registration pursuant to this Section 2.1(a)(i). Notwithstanding Section 2.1(a)(ii), if any registration demand is made by Holders beneficially owning 50% or more of the Registrable Securities, and no Demand Registration has been made prior to such time, then such registration demand shall be treated for purposes of this Agreement as a Demand Registration, regardless of the registration form used (including Form S-3). (ii) Notwithstanding Section 2.1(a)(i) hereof, and in addition to the rights granted under Section 2.1(a)(i) hereof, at any time after the date hereof and for so long as there are Company becomes eligible to register its securities on Form S-3 (or any Registrable Sharessuccessor form), upon one or more holders that in the written request aggregate beneficially own at least 20% of the Lead Holder acting on behalf Registrable Securities may make a demand that the Company effect the registration of all or part of such Holders' Registrable Securities (an "S-3 --- Demand Registration"). Upon receipt of a valid request for an S-3 Demand ------ ------------ Registration, the Company shall promptly, in and any event no later than 15 days after such receipt, notify all other Holders holding an amount of Registrable Shares equal to at least ten percent (10%) of the Original Amount (a “Demand Request”)making of such demand and shall use its best efforts to register under the Act as expeditiously as may be practicable the Registrable Securities which Holders have requested the Company to register in accordance with this Section 2.1. Notwithstanding the foregoing, the Issuer shall prepare a registration statement (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any Demand Registration Statement so requested to be filed Company shall not be required to effect any registration if the Registrable Securities that the Company shall have been requested to register shall, in the aggregate, have a current market value of less than $75 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer)1,000,000. The Holders shall have the right to two S-3 Demand Request shall specify, for each Holder, the number of Registrable Shares Registrations pursuant to be included in such Demand Registration Statement for such Holder’s account. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to this Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC as promptly as reasonably practicable following the receipt of the Demand Request, (ii) to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than three (3) Demand Requests may be made. In no event shall the Issuer be required to include a Holder’s Registrable Shares in a Demand Registration Statement if such Holder included in any Section 2.10 Registration Statement declared effective within the 60 calendar days preceding the Demand Request relating to such Demand Registration Statement all of the Registrable Shares such Holder sought to be included in such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End Date2.1(a)(ii).

Registration Upon Demand. 2.1 At any time after during the date hereof term of this Agreement, the Holder of a majority of the Registrable Securities then outstanding may deliver to the Company one, and for so long as there are any Registrable Sharesonly one, upon the written request that all, or a portion, of the Lead Holder acting on behalf Registrable Securities be registered (in an underwritten public offering or otherwise) pursuant to the terms of Holders holding an amount this Agreement (a "Demand Registration Request"). 2.2 In addition to the registration rights provided in Section 2.1 above, at any time, and from time to time, during the term of this Agreement if at any time the Company is eligible to use SEC Form S-3 (or any successor form) for registration of secondary sales of Registrable Shares equal to at least ten percent (10%) Securities, the Holder of a majority of the Original Amount Registrable Securities then outstanding may deliver to the Company a written request that all, or a portion, of the Registrable Securities be registered (in an underwritten public offering or otherwise) on such form (an "S-3 Registration Request, and together with a “Demand Request”), the Issuer shall prepare a registration statement (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 EligibleRequest, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any Demand "Registration Statement so requested to be filed shall not be less than $75 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the IssuerRequest"). The Demand Request shall specify, Company will use its best commercial efforts to qualify and maintain its qualification for each Holdereligibility to use Form S-3 for such purposes. 2.3 Within 31 days after a Registration Request, the number of Registrable Shares to be included in such Demand Company shall prepare and file a Registration Statement for on the appropriate SEC form to effect the Registration of all Registrable Securities which the Company has been requested to register pursuant to the Registration Request, to the extent requisite to permit the public disposition of such Holder’s accountRegistrable Securities. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer The Company shall use commercially reasonable its best commercial efforts to cause the Demand Registration Statement that is the subject of this Section 2 to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with declared effective by the SEC as promptly as reasonably practicable following upon the receipt earlier to occur of (a) 90 days after the date of the Demand Registration Request, (ii) to become effective as promptly as reasonably practicable after filing60 days following the filing of the Registration Statement, and or (iii) to remain continuously effective during five business days after receipt of a "no review" or similar letter from the time period (SEC. Should the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (not relate to the “Effective Time”) and ending on (A) entire number of Registrable Securities requested by the date that there are no longer any Registrable Shares covered by such Demand Holder in the Registration Statement or (B) if earlierRequest, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than three (3) Demand Requests may be made. In no event Company shall the Issuer be required to include promptly file a Holder’s Registrable Shares in a Demand separate Registration Statement if such Holder included in any Section 2.10 Registration Statement declared effective within (utilizing Rule 462 promulgated under the 60 calendar days preceding the Demand Request Exchange Act, where applicable) relating to such Demand Registrable Securities that then remain unregistered. The provisions of this Agreement shall relate to such separate Registration Statement all as if it were an amendment to the Registration Statement filed pursuant to the Registration Request. 2.4 Notwithstanding the foregoing, if the Company furnishes to the Holder a certificate signed by the President or Chief Executive Officer of the Registrable Shares such Holder sought Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for a Registration Upon Demand to be included in effected at such Section 2.10 time, then, the Company shall have the right to defer the filing of the Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting Upon Demand for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End Date).a period of

Registration Upon Demand. (a) At any time after the date hereof and for so long as there are any Registrable Shareshereof, upon one or more Holders that in the written request aggregate beneficially own at least 20% of the Lead Holder acting on behalf Registrable Securities then outstanding may make a demand that the Company effect the registration of Holders holding an amount all or part of such Holders’ Registrable Shares equal to at least ten percent (10%) of the Original Amount Securities (a “Demand RequestRegistration”), which Demand Registration may include, at the Issuer shall prepare option of such Holder(s), a registration statement (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering of Registrable Securities to be made on a continuous or delayed or continuous basis under pursuant to Rule 415. Upon receipt of a valid request for a Demand Registration, the Company shall promptly, and in any event no later than 15 days after such receipt, notify each other Holder of the making of such demand, and each such other Holder shall have 5 business days after receipt of such notice to notify the Company as to whether it wishes to participate in such Demand Registration (and such notice shall not be deemed a request for a Demand Registration), and the Company shall use its reasonable efforts to register under the Act as expeditiously as may be practicable the Registrable Securities which Holders have requested the Company to register in accordance with this Section 2.1. Notwithstanding the foregoing, the Company shall only be required to effect a registration if the number of Registrable Securities that the Company shall have been requested to register shall, in the aggregate, (i) represent at least 20% of the Initial Number or (ii) represent all of the Registrable Securities then held by all Holders. The Holders shall together have the right to two (2) Demand Registrations pursuant to this Section 2.1(a); provided, however, that the aggregate offering price applicable to any a Demand Registration Statement so requested to be filed shall not be less deemed to have occurred if a registration has not been effected in accordance with Section 2.1(b) below or if more than $75 million (determined by multiplying 25% of the number of Registrable Shares Securities sought to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer). The Demand Request shall specify, for each Holder, the number of Registrable Shares to be included in such Demand Registration Statement for such Holder’s account. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC as promptly as reasonably practicable following the receipt of the Demand Request, (ii) to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than three (3) Demand Requests may be made. In no event shall the Issuer be required to include a Holder’s Registrable Shares Holders in a Demand Registration Statement if are excluded from such Holder included in any registration pursuant to Section 2.10 Registration Statement declared effective within the 60 calendar days preceding the Demand Request relating to such Demand Registration Statement all of the Registrable Shares such Holder sought to be included in such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End Date)2.6 below.

Registration Upon Demand. At any time after the date hereof Closing, and for so long as there are any Registrable Shares, upon the written request of the Lead a Holder acting on behalf of Holders holding an amount of Registrable Shares equal to at least ten percent (10%) of the Original Amount then outstanding (a “Demand Request”), the Issuer Corporation shall prepare, file within ninety (90) days of such Demand Request and cause to be declared effective by the SEC in each case, as set forth below (if such Registration Statement is not an Automatic Shelf Registration Statement), a Registration Statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415, of the Registrable Shares (a “Shelf Registration Statement”), or, if the Corporation is not then eligible to file such a Shelf Registration Statement, the Corporation shall prepare a registration statement (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, Securities Act for the type of offering contemplated by the Demand Request (which may include an offering to be made on together with the Shelf Registration Statement, a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any “Demand Registration Statement so requested to be filed shall not be less than $75 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the IssuerStatement”). The Demand Request shall specify, for each Holder, the number of Registrable Shares to be included in such Demand Registration Statement for such Holder’s account. If ; provided, that the Issuer is ASRS Eligible at aggregate Market Value of the time Registrable Shares so specified in any such Demand Request is received for a shelf registration statementshall be not less than $200,000,000 (as of the most recent trading day preceding the delivery of such Demand Request to the Corporation), the Issuer determined net of underwriting discounts and commissions. The Corporation shall use commercially reasonable efforts best efforts, subject to Section 2.04 and Section 2.05, to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement to: (i) to be filed with the SEC as promptly as reasonably practicable following after the Corporation’s receipt of the Demand RequestRequest (but in any event within ninety (90) days in the case of a Shelf Registration Statement and forty-five (45) days in the case of a Demand Registration Statement that is not a Shelf Registration Statement of receipt of such request), provided, that the Corporation may delay the filing of a Demand Registration Statement (x) to the date that is ninety (90) days following the date hereof and (y) from the date the Corporation files its quarterly report for the period ended June 30, 2022 to the date the Corporation files its annual report on Form 10-K for the year ended December 31, 2022, in each case to the extent financial statements required to be filed under Regulation S-X are unavailable without commercially unreasonable effort or expense, (ii) to become effective as promptly as reasonably practicable after filing (if such Registration Statement is not an Automatic Shelf Registration Statement) but in any event upon the earlier of (a) three business days following the date the SEC has provided notice it will not review such Demand Registration Statement and (b) the date that is one hundred and twenty (120) days following such filing if the SEC elects to review such filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on the earliest to occur of (Aa) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or and (Bb) if earlier, the 30th day third (90th day if 3rd) anniversary of the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than three (3) Demand Requests may be made. In no event shall the Issuer be required to include a Holder’s Registrable Shares in a of such Demand Registration Statement if such Holder included in any Section 2.10 Registration Statement declared effective within the 60 calendar days preceding the Demand Request relating to such Demand Registration Statement all is an Automatic Shelf Registration Statement. If the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at or prior to the end of the third year, the Corporation shall refile a new Automatic Shelf Registration Statement covering the Registrable Shares, which will not count as a Demand Request. Holders shall have the right to make a total of five (5) Demand Requests hereunder. Notwithstanding anything contained in this Agreement to the contrary, the Corporation shall not be required to prepare or file a Demand Registration Statement for Registrable Shares such Holder sought identified in any Demand Request if the Corporation shall have effected a registration of shares of Common Stock pursuant to be included in such Section 2.10 Registration Statement, a Demand Request at any time during the immediately preceding one hundred and such 2.10 eighty-day (180) period or if a Shelf Registration Statement remained effective until at least covering such Registrable Shares is already effective. The Effectiveness Period referred to above shall be extended by the Effectiveness End Date thereof (number of days covered by any Blackout Period and/or the number of days during which the use of any prospectus is suspended pursuant to Section 2.05 or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End DateSection 3.01(k).

Registration Upon Demand. (i) At any time after the date hereof and for so long as there are any Registrable SharesClosing Date, upon one or more Holders that in the written request aggregate beneficially own at least 20% of the Lead Holder acting on behalf Registrable Securities may make a demand that the Company effect the registration of all or part of such Holders' Registrable Securities (a "Demand Registration"). Upon receipt of a valid request for a Demand Registration, the Company shall promptly, and in any event no later than 15 days after such receipt, notify all other Holders holding an amount of Registrable Shares equal to at least ten percent (10%) of the Original Amount (a “Demand Request”making of such demand and shall use its reasonable efforts to register under the Act as expeditiously as may be practicable the Registrable Securities which Holders have requested the Company to register in accordance with this Section 2.1(a)(i). Notwithstanding the foregoing, the Issuer Company shall prepare only be required to effect a registration statement (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any Demand Registration Statement so requested to be filed shall not be less than $75 million (determined by multiplying the number of Registrable Shares Securities that the Company shall have been requested to register shall, in the aggregate, represent at least 20% of the Registrable Securities then held by all Holders. The Holders shall together have the right to two Demand Registrations pursuant to this Section 2.1(a)(i). No other securityholder of the Company shall be included permitted to include any of its securities in a registration statement pursuant to this Section 2.1(a)(i) unless the Investor or its Affiliates consent to such inclusion prior to the filing of the registration statement. Notwithstanding the foregoing provisions of this clause (a)(i), the Holders shall not make a Demand Registration during the 180-day period following the date hereof, when a Registration Statement on Form S-1 is in effect which covers the Registrable Securities and has been approved in writing by the Market Value Investor, which approval shall not be unreasonably withheld. (ii) Notwithstanding Section 2.1(a)(i) hereof, and in addition to the rights granted under Section 2.1(a)(i) hereof, at any time the Company is or becomes eligible to register its securities on Form S-3 (or any successor form), one or more holders that in the day on which aggregate beneficially own at least 20% of the Registrable Securities may make a demand that the Company effect the registration of all or part of such Holders' Registrable Securities (an "S-3 Demand Request is received by the IssuerRegistration"). The Upon receipt of a valid request for an S-3 Demand Request Registration, the Company shall specifypromptly, for each Holderin and any event no later than 15 days after such receipt, notify all other Holders of the making of such demand and shall use its reasonable efforts to register under the Act as expeditiously as may be practicable the Registrable Securities which Holders have requested the Company to register in accordance with this Section 2.1(a)(ii). Notwithstanding the foregoing, the Company shall not be required to effect any registration if the number of Registrable Shares Securities that the Company shall have been requested to be included register shall, in such Demand Registration Statement for such Holder’s account. If the Issuer is ASRS Eligible aggregate, represent at the time any Demand Request is received for a shelf registration statement, the Issuer shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC as promptly as reasonably practicable following the receipt least 20% of the Registrable Securities then held by all Holders. The Holders shall together have the right to three S-3 Demand Request, (ii) Registrations pursuant to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”Section 2.1(a)(ii). No more than three (3) Demand Requests may other securityholder of the Company shall be made. In no event shall the Issuer be required permitted to include a Holder’s Registrable Shares any of its securities in a Demand Registration Statement if such Holder included in any registration statement pursuant to this Section 2.10 Registration Statement declared effective within 2.1(a)(ii) unless the 60 calendar days preceding the Demand Request relating Investor or its Affiliates consent to such Demand Registration Statement all inclusion prior to the filing of the Registrable Shares such Holder sought to be included in such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End Date)registration statement.

Registration Upon Demand. At (i) For a period of three years after August 1, 2003, one or more Holders that in the aggregate beneficially own at least 50% of the Registrable Securities may make a demand that the Company effect the registration of all or part of such Holders' Registrable Securities (a "Demand Registration"). Upon receipt of a valid request for a Demand Registration, the Company shall promptly, and in any event no later than 15 days after such receipt, notify all other Holders of the making of such demand and shall use its best efforts to register under the Act as expeditiously as may be practicable the Registrable Securities that Holders have requested the Company to register in accordance with this Section 2.1. Notwithstanding the foregoing, the Company shall not be required to effect any registration if the Registrable Securities that the Company shall have been requested to register shall, in the aggregate, have a current market value of less than $5,000,000. The Holders shall have the right to one Demand Registration pursuant to this Section 2.1(a)(i). Notwithstanding Section 2.1(a)(ii), if any registration demand is made by Holders beneficially owning 50% or more of the Registrable Securities, and no Demand Registration has been made prior to such time, then such registration demand shall be treated for purposes of this Agreement as a Demand Registration, regardless of the registration form used (including Form S-3). (ii) Notwithstanding Section 2.1(a)(i) hereof, and in addition to the rights granted under Section 2.1(a)(i) hereof, at any time after the date hereof and for so long as there are Company becomes eligible to register its securities on Form S-3 (or any Registrable Sharessuccessor form), upon one or more holders that in the written request aggregate beneficially own at least 20% of the Lead Holder acting on behalf Registrable Securities may make a demand that the Company effect the registration of all or part of such Holders' Registrable Securities (an "S-3 Demand Registration"). Upon receipt of a valid request for an S-3 Demand Registration, the Company shall promptly, and in any event no later than 15 days after such receipt, notify all other Holders holding an amount of Registrable Shares equal to at least ten percent (10%) of the Original Amount (a “Demand Request”)making of such demand and shall use its best efforts to register under the Act as expeditiously as may be practicable the Registrable Securities which Holders have requested the Company to register in accordance with this Section 2.1. Notwithstanding the foregoing, the Issuer shall prepare a registration statement (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any Demand Registration Statement so requested to be filed Company shall not be required to effect any registration if the Registrable Securities that the Company shall have been requested to register shall, in the aggregate, have a current market value of less than $75 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer)1,000,000. The Holders shall have the right to two S-3 Demand Request shall specify, for each Holder, the number of Registrable Shares Registrations pursuant to be included in such Demand Registration Statement for such Holder’s account. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to this Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC as promptly as reasonably practicable following the receipt of the Demand Request, (ii) to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than three (3) Demand Requests may be made. In no event shall the Issuer be required to include a Holder’s Registrable Shares in a Demand Registration Statement if such Holder included in any Section 2.10 Registration Statement declared effective within the 60 calendar days preceding the Demand Request relating to such Demand Registration Statement all of the Registrable Shares such Holder sought to be included in such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End Date2.1(a)(ii).

Registration Upon Demand. (i) At any time after the date hereof and for so long as there are any Registrable SharesClosing Date, upon one or more Holders that in the written request aggregate beneficially own at least 20% of the Lead Holder acting on behalf Registrable Securities may make a demand that the Company effect the registration of all or part of such Holders' Registrable Securities (a "DEMAND REGISTRATION"). Upon receipt of a valid request for a Demand Registration, the Company shall promptly, and in any event no later than 15 days after such receipt, notify all other Holders holding an amount of Registrable Shares equal to at least ten percent (10%) of the Original Amount (a “Demand Request”making of such demand and shall use its reasonable efforts to register under the Act as expeditiously as may be practicable the Registrable Securities which Holders have requested the Company to register in accordance with this Section 2.1(a)(i). Notwithstanding the foregoing, the Issuer Company shall prepare only be required to effect a registration statement (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any Demand Registration Statement so requested to be filed shall not be less than $75 million (determined by multiplying the number of Registrable Shares Securities that the Company shall have been requested to register shall, in the aggregate, represent at least 20% of the Registrable Securities then held by all Holders. The Holders shall together have the right to two Demand Registrations pursuant to this Section 2.1(a)(i). No other securityholder of the Company shall be included permitted to include any of its securities in a registration statement pursuant to this Section 2.1(a)(i) unless the Investor or its Affiliates consent to such inclusion prior to the filing of the registration statement. Notwithstanding the foregoing provisions of this clause (a)(i), the Holders shall not make a Demand Registration during the 180-day period following the date hereof, when a Registration Statement on Form S-1 is in effect which covers the Registrable Securities and has been approved in writing by the Market Value Investor, which approval shall not be unreasonably withheld. (ii) Notwithstanding Section 2.1(a)(i) hereof, and in addition to the rights granted under Section 2.1(a)(i) hereof, at any time the Company is or becomes eligible to register its securities on Form S-3 (or any successor form), one or more holders that in the day on which aggregate beneficially own at least 20% of the Registrable Securities may make a demand that the Company effect the registration of all or part of such Demand Request is received by the IssuerHolders' Registrable Securities (an "S-3 DEMAND REGISTRATION"). The Upon receipt of a valid request for an S-3 Demand Request Registration, the Company shall specifypromptly, for each Holderin and any event no later than 15 days after such receipt, notify all other Holders of the making of such demand and shall use its reasonable efforts to register under the Act as expeditiously as may be practicable the Registrable Securities which Holders have requested the Company to register in accordance with this Section 2.1(a)(ii). Notwithstanding the foregoing, the Company shall not be required to effect any registration if the number of Registrable Shares Securities that the Company shall have been requested to be included register shall, in such Demand Registration Statement for such Holder’s account. If the Issuer is ASRS Eligible aggregate, represent at the time any Demand Request is received for a shelf registration statement, the Issuer shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC as promptly as reasonably practicable following the receipt least 20% of the Registrable Securities then held by all Holders. The Holders shall together have the right to three S-3 Demand Request, (ii) Registrations pursuant to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”Section 2.1(a)(ii). No more than three (3) Demand Requests may other securityholder of the Company shall be made. In no event shall the Issuer be required permitted to include a Holder’s Registrable Shares any of its securities in a Demand Registration Statement if such Holder included in any registration statement pursuant to this Section 2.10 Registration Statement declared effective within 2.1(a)(ii) unless the 60 calendar days preceding the Demand Request relating Investor or its Affiliates consent to such Demand Registration Statement all inclusion prior to the filing of the Registrable Shares such Holder sought to be included in such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End Date)registration statement.

Registration Upon Demand. At any time after the date hereof and for so long as there are any Registrable Shareshereof, upon one or more Holders that in the written request aggregate beneficially own at least 20% of the Lead Holder acting on behalf Registrable Securities then outstanding may make a demand that the Company effect the registration of Holders holding an amount all or part of such Holders’ Registrable Shares equal to at least ten percent (10%) of the Original Amount Securities (a “Demand RequestRegistration”), which Demand Registration may include, at the Issuer shall prepare option of such Holder(s), a registration statement (a “Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering of Registrable Securities to be made on a continuous or delayed or continuous basis under pursuant to Rule 415. Upon receipt of a valid request for a Demand Registration, the Company shall promptly, and in any event no later than 15 days after such receipt, notify each other Holder of the making of such demand, and each such other Holder shall have 5 business days after receipt of such notice to notify the Company as to whether it wishes to participate in such Demand Registration (and such notice shall not be deemed a request for a Demand Registration), and the Company shall use its reasonable efforts to register under the Act as expeditiously as may be practicable the Registrable Securities which Holders have requested the Company to register in accordance with this Section 2.1. Notwithstanding the foregoing, the Company shall only be required to effect a registration if the number of Registrable Securities that the Company shall have been requested to register shall, in the aggregate, (i) represent at least 20% of the Initial Number or (ii) represent all of the Registrable Securities then held by all Holders. The Holders shall together have the right to two (2) Demand Registrations pursuant to this Section 2.1(a); provided, however, that the aggregate offering price applicable to any a Demand Registration Statement so requested to be filed shall not be less deemed to have occurred if a registration has not been effected in accordance with Section 2.1(b) below or if more than $75 million (determined by multiplying 25% of the number of Registrable Shares Securities sought to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer). The Demand Request shall specify, for each Holder, the number of Registrable Shares to be included in such Demand Registration Statement for such Holder’s account. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC as promptly as reasonably practicable following the receipt of the Demand Request, (ii) to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than three (3) Demand Requests may be made. In no event shall the Issuer be required to include a Holder’s Registrable Shares Holders in a Demand Registration Statement if are excluded from such Holder included in any registration pursuant to Section 2.10 Registration Statement declared effective within the 60 calendar days preceding the Demand Request relating to such Demand Registration Statement all of the Registrable Shares such Holder sought to be included in such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End Date)2.6 below.

Registration Upon Demand. At If at any time after the earlier of the third anniversary of the date hereof and the consummation by the Company of its initial public offering of Ordinary Shares pursuant to a registration under the Securities Act, the Company shall receive from one or more Purchasers (the "INITIATING PURCHASERS") a written request that the Company effect the registration under the Securities Act of Registrable Securities held by or issuable to such Purchasers (a "REQUEST FOR REGISTRATION"), the Company will: (i) promptly, and in any event within 15 days, give written notice of the proposed registration to all other Purchasers; and (ii) use its best efforts to effect such registration of the Registrable Securities (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Purchaser joining in such request as are specified in a written request received by the Company within 15 days after receipt of such written notice from the Company; Provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 2.1(a): (A) Within ninety (90) days immediately following the effective date of any registration statement on the Commission's Form S-1 (or any successor form to Form S-1) pertaining to an underwritten offering of securities of the Company part or all of which was for so long as there are any Registrable Shares, upon its own account unless otherwise consented to by the written underwriter of such offering; or (B) At the request of the Lead Holder acting holders of Series C Preferred Shares, after the Company has effected three (3) such Requests for Registration on behalf Form S-1 (or any successor form to Form S-1) at the request of Holders holding the holders of Series C Preferred Shares pursuant to this Section 2.1(a), such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold; or (C) At the request of the holders of Series A Preferred Shares or Series B Preferred Shares, after the Company has effected three (3) such Requests for Registration on Form S-1 (or any successor form to S-1) at the request of the holders of Series A Preferred Shares or Series B Preferred Shares pursuant to this Section 2.1(a), such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold; or (D) Within one hundred eighty (180) days from the effective date of any registration on the Commission's Form S-1 (or any successor form to Form S-1) pertaining to an amount underwritten offering of Registrable Shares equal Securities held by the Purchasers initiated pursuant to a Request for Registration; or (E) If the minimum estimated market value of any offering of Registrable Securities pursuant to this Section 2.1 is less than $5,000,000; or (F) If at least ten percent (10%) the time of any Request for Registration, the Company is engaged or has fixed plans to engage within 30 days of the Original Amount time of the Request for Registration in a registered public offering or is engaged in some other activity which, in the good faith determination of the Company's Board of Directors would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such Request for Registration be delayed for a period not in excess of ninety (90) days from the effective date of such offering or, in the case of such other activity, until such time as the opportunity for material detriment shall have ended, provided that in no event shall any delay be longer than ninety (90) days from the date of receipt of the Request for Registration, such right to delay a “Demand Request”Request for Registration to be exercised by the Company not more than once in any two-year period. Subject to the foregoing clauses (A) through (F), the Issuer Company shall prepare file a registration statement (a “Demand Registration Statement”) on (i) if covering the Issuer is then S-3 Eligible, a Form S-3 or (ii) if the Issuer is not then S-3 Eligible, any other appropriate form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415); provided, that the aggregate offering price applicable to any Demand Registration Statement Registrable Securities so requested to be filed shall not be less than $75 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer). The Demand Request shall specify, for each Holder, the number of Registrable Shares to be included in such Demand Registration Statement for such Holder’s account. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC registered as promptly soon as reasonably practicable following the after receipt of the Demand Request, (ii) to become effective Request for Registration. If as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such a result of a Demand Registration Statement is declared effective Cutback (the “Effective Time”as defined in Section 2.1(b) and ending on (Abelow) the date that there Purchasers are no longer not allowed to include in any such registration at least fifty percent (50%) of their Registrable Shares covered by Securities requested to be registered (whether or not a Purchaser initiated such Demand Registration Statement or (B) if earlier, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iiirequest), then such registration shall not count as one of the “Effectiveness End Date”). No more than Purchasers' three (3) Demand Requests may be made. In no event shall the Issuer be required to include a Holder’s Registrable Shares in a Demand Registration Statement if such Holder included in any Section 2.10 Registration Statement declared effective within the 60 calendar days preceding the Demand Request relating to such Demand Registration Statement all of the Registrable Shares such Holder sought to be included in such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End Date)Registration.

Registration Upon Demand. At any time after If the date hereof and for so long as there are any Company shall receive from holders of a majority of the Registrable Shares, upon Securities held by the Purchasers (the “Initiating Purchasers”) a written request of the Lead Holder acting on behalf of Holders holding an amount of Registrable Shares equal to at least ten percent (10%) of the Original Amount (a “Demand RequestRequest For Registration”)) that the Company effect a registration under the Securities Act of Registrable Securities held by the Purchasers, the Issuer shall prepare a registration statement (a “Demand Registration Statement”) on Company shall: (i) if Promptly, and in any event within 15 days, give written notice of the Issuer is then S-3 Eligible, proposed registration to all holders of Registrable Securities (other than the Initiating Purchasers in the case of a Form S-3 or Request For Registration from such Persons); and (ii) if Use its reasonable best efforts to effect such registration of the Issuer is not then S-3 EligibleRegistrable Securities (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other appropriate form under governmental requirements or regulations) as may be so requested and as would permit or facilitate the 1933 Actsale and distribution of all or such portion of such Registrable Securities as are specified in such request, for together with all or such portion of the type Registrable Securities of offering contemplated any Participating Holder joining in such request as are specified in a written request received by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415Company within 15 days after receipt of the notice specified in Section 2.1(a)(i); provided, however, that the aggregate Company shall not be obligated to take any action in respect of a Request For Registration to effect any such registration pursuant to the provisions of this Section 2.1(a): (A) If with respect to a Request For Registration by the Initiating Purchasers, the Company has already effected three such Requests for Registration on behalf of Initiating Purchasers on the Commission’s Form S-1 (or any successor form to Form S-1) (a “Form S-1”) pursuant to the provisions of this Section 2.1(a), and such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold; (B) If such request would require a registration within (i) 180 days from the effective date of a registration on Form S-1 pertaining to an IPO and (ii) 90 days from the effective date of a registration on Form S-1 pertaining to an underwritten offering price applicable of Registrable Securities; (C) If the minimum estimated market value of any offering of Registrable Securities pursuant to the provisions of this Section 2.1 is less than $10,000,000; or (D) If at the time of any Request For Registration, the Company is engaged in, or has fixed plans to engage in within 30 days of the time of the Request For Registration, a registered public offering, or is engaged in some other activity which, in the good faith determination of the Independent Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such Request For Registration be delayed for a period not in excess of 60 days from the proposed effective date of such registered public offering or, in the case of such other activity, until such time as the opportunity for material detriment shall have ended; provided, however, that in no event shall any delay be longer than 90 days from the date of receipt of the Request For Registration, such right to delay a Request For Registration to be exercised by the Company not more than once in any 12 month period. The Company shall give written notice of its determination to postpone a Request For Registration to the Participating Holders (provided, that the Company shall not be required to disclose, in connection with its obligations under this sentence, any information that could be deemed material non-public information to any Demand Registration Statement Participating Holders) and of the fact that the reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. (iii) Subject to the foregoing clauses (A) through (D), the Company shall file a registration statement covering the Registrable Securities so requested to be filed shall not be less than $75 million (determined by multiplying the number of Registrable Shares to be included in such Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer). The Demand Request shall specify, for each Holder, the number of Registrable Shares to be included in such Demand Registration Statement for such Holder’s account. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC registered as promptly soon as reasonably practicable following the after receipt of the Demand Request, Request For Registration (ii) to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No but not more than three 45 days after receipt of the request for registration pursuant to the provisions of this Section). (3iv) Demand Requests may be made. In no event shall the Issuer be required to include If as a Holder’s Registrable Shares in result of a Demand Registration Statement if such Holder included Cutback the Purchasers are not allowed to include in any Section 2.10 Registration Statement declared effective within the 60 calendar days preceding the Demand Request relating such registration at least 50% of their Registrable Securities requested to be registered (whether or not a Purchaser initiated such Demand Registration Statement all request), then such registration shall not count as one of the Registrable Shares such Holder sought to be included in such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Demand Registration Statement” in the definition of Effectiveness End Date)Purchasers’ three Requests For Registration.

Registration Upon Demand. (1) At any time after the date hereof and for so long as there are any Registrable Sharesthird anniversary of this Agreement, upon the written request each of the Lead Holder acting on behalf of one or more Holders holding an amount of Registrable Shares equal to at least ten percent Securities may make a written demand (10%an "Ordinary Demand Notice") of that the Original Amount (a “Demand Request”), Company file with the Issuer shall prepare Commission a registration statement to effect the registration (an "Ordinary Demand Registration," and collectively with an Initial Demand Registration, a “Contingent Demand Registration and a Tax Demand Registration, each a "Demand Registration") of all or part of such Holders' Registrable Securities (as applicable, an "Ordinary Demand Registration Statement”) on (i) if the Issuer is then S-3 Eligible," and collectively with any Initial Demand Registration Statement, a Contingent Demand Registration Statement and a Tax Demand Registration Statement, each a "Demand Registration Statement"). Ordinary Demand Registrations will be Short-Form S-3 Registrations whenever the Company is permitted to use Form F-2 or (ii) if the Issuer is not then S-3 Eligible, F-3 or any other appropriate applicable short-form under the 1933 Act, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415)registration statement; provided, however, that to the aggregate offering price applicable to any extent that an Ordinary Demand Registration Statement so requested is to be filed effected pursuant to an Underwritten Offering, the Company shall not be less than $75 million include in the Short-Form Registration any additional disclosure as reasonably requested by the managing underwriters (determined by multiplying which additional disclosure is reasonably customary in the number reasonable opinion of Registrable Shares such managing underwriters to be included in such underwritten offerings by similarly situated companies); and, provided, further, that following the first two Ordinary Demand Registration Statement by the Market Value on the day on which such Demand Request is received by the Issuer). The Demand Request shall specify, for each HolderRegistrations to be effected pursuant to an Underwritten Offering, the number of Registrable Shares to be included in such Demand Registration Statement for such Holder’s account. If the Issuer is ASRS Eligible at the time any Demand Request is received for a shelf registration statement, the Issuer Company shall use commercially reasonable efforts to cause the Demand Registration Statement to be an ASRS. Subject to Section 2.05, the Issuer shall use its commercially reasonable efforts to cause the Demand Registration Statement (i) to be filed with the SEC as promptly as reasonably practicable following the receipt of the Demand Request, (ii) to become effective as promptly as reasonably practicable after filing, and (iii) to remain continuously effective during the time period (the “Effectiveness Period”) commencing on the date such Demand Registration Statement is declared effective (the “Effective Time”) and ending on (A) the date that there are no longer any Registrable Shares covered by such Demand Registration Statement or (B) if earlier, the 30th day (90th day if the Demand Registration Statement is on Form S-3) after the Demand Registration Statement is initially declared effective (the ending date specified in this clause (iii), the “Effectiveness End Date”). No more than three (3) Demand Requests may be made. In no event shall the Issuer only be required to include a Holder’s Registrable Shares in a Demand Registration Statement if such Holder included in any Section 2.10 Registration Statement declared effective within additional disclosure to the 60 calendar days preceding extent that the Demand Request relating to such Demand Registration Statement all Holders of the relevant Registrable Shares Securities bear and pay all reasonable costs and expenses incurred in connection with such Holder sought registration, filing and offering of Registrable Securities pursuant to be included this Section 3.2(1), including (without limitation) all reasonable registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company and all reasonable costs incurred in connection with the preparation of such Section 2.10 Registration Statement, and such 2.10 Registration Statement remained effective until at least the Effectiveness End Date thereof (or is then still effective) (substituting for this purpose only the term “2.10 Registration Statement” for “Ordinary Demand Registration Statement” . Such Ordinary Demand Notice shall specify in writing the definition intended method of Effectiveness End Datedistribution of such Registrable Securities (which method of distribution may include an Underwritten Offering).. Upon receipt of a valid Ordinary Demand Notice for an Ordinary Demand Registration, the Company shall use its reasonable