Common use of Request by the Demand Party Clause in Contracts

Request by the Demand Party. At any time, upon the written request of the Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree to pay the expenses of the Company in connection with such an audit other than the regular audit).

Request by the Demand Party. At any timeSubject to the following paragraphs of this Section 3(a), upon following the IPO, a Qualified Holder shall have the right, by delivering a written request of notice to the Demand Party requesting that Company, to require the Company effect to register, at any time commencing 181 days following the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities IPO and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given pursuant to the Company within 15 days after the giving terms of such written notice by the Company (which request shall specify the amount this Agreement, under and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities so requested to be registeredregistered by such Qualified Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $250,000,000 (without regard to any underwriting discount or commission); provided thatprovided, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, further that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine months 180 days after the effective date of any other registration statement relating to any registration request under this Section 3(a) (except if the underwriters shall require a longer period, but in any event no more than 270 days), provided, further, that nothing herein shall be construed as limiting the frequency by which was a Qualified Holder may effect a Shelf Underwritten Offering pursuant to Section 3(f). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (i) the Registration Statement relating thereto (x) does not effected on Form S-3 become effective, (or any successor or similar short-form registration statementy) or relating is not maintained effective for the period required pursuant to any registration effected under this Section 23, or (yz) ifthe offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunderinjunction, or similar order or requirement of the form on SEC during such period, in which case, such requesting Holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof or (ii) more than 20% of the Registrable Securities requested by the Qualified Holder to be included in the registration statement is are not so included pursuant to be filed, would require the conduct of an audit other than the regular audit conducted Section 3(b). Within five days after receipt by the Company at of a Demand Notice in accordance with this Section 3(a), the end of its fiscal year, in which case Company shall give written notice (the filing may be delayed until the completion “Notice”) of such regular audit (unless the Demand Notice to all other Holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within five days after such Notice is given by the Company to such Holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered agree and the intended methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At any timeSubject to the following paragraphs of this Section 2(a), upon following an IPO, the written request of Stockholders shall have the Demand Party requesting that right to require the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereofto register, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given pursuant to the Company within 15 days after the giving terms of such written notice by the Company (which request shall specify the amount this Agreement, under and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Registrable Securities so to be registered; provided thatAct, unless Holders of a majority of the shares number of Registrable Securities held of such Stockholder and their Affiliates requested to be so registered pursuant to the terms of this Agreement, in each case by Holders consent thereto in writingdelivering a written notice to the Company (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided that the Company shall not be obligated to file a registration statement relating to any registration request Demand Notice under this Section 3(a) (x2(a) within a period of nine months 180 days after the effective date of any other registration statement Registration Statement relating to any registration request Demand Notice under this Section 3(a2(a). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of the first sentence of the preceding paragraph if the Registration Statement relating thereto (i) which was does not effected on Form S-3 become effective, (or any successor or similar short-form registration statementii) or relating is not maintained effective for the period required pursuant to any registration effected under this Section 2, or (yiii) ifthe offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunderinjunction, or similar order or requirement of the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted SEC during such period. Within two days after receipt by the Company at of a Demand Notice in accordance with this Section 2(a), the end of its fiscal year, in which case the filing may be delayed until the completion Company shall give written notice of such regular audit (unless the Demand Notice to all other Holders of Registrable Securities and shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two days after such Notice is given by the Company to such Holders. All requests made pursuant to this Section 2 will specify the number of Registrable Securities to be registered agree and the intended methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At any time, after the IPO Date, upon the written request of the Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine months 180 days after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree to pay the expenses of the Company in connection with such an audit other than the regular audit).

Request by the Demand Party. At Subject to Section 3(d), at any time, upon the written request each of the Demand Party requesting CD&R Investor and its Affiliates that are Holders shall have the right to require the Company effect to register, pursuant to the registration terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of such Holder requested to be so registered pursuant to this Agreement, in each case by delivering written notice to the Company (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”). Subject to Section 3(d), following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but no later than 30 days, and to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of all the first sentence of the preceding paragraph if (x) the Registration Statement relating thereto (A) does not become effective, (B) is not maintained effective for the period required pursuant to this Section 3, or part (C) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period, (y) more than 90% of the Registrable Securities requested by the demanding Holder to be included in such registration are not so included pursuant to Section 3(b) or (z) the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by such demanding Holder) or otherwise waived by such demanding Holder; provided that the Company’s obligation to pay expenses pursuant to Section 6 hereof shall still apply. Within two calendar days after receipt by the Company of a Demand Notice in accordance with this Section 3(a), the Company shall give written notice (the “Demand Follow-Up Notice”) of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration Notice to all other Holders and shall, subject to the provisions of Section 3(b) hereof, include in such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such all Registrable Securities with respect to which the Company has been so requested to register by the received written requests for inclusion therein within three Business Days after such Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request Follow-Up Notice is given to the Company within 15 days after the giving of such written notice by the Company (which request to such Holders. All requests made pursuant to this Section 3 shall specify the amount and intended method number of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree and the intended method or methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At Subject to the following paragraphs of this Section 3(a), each Holder shall have the right, by delivering a written notice to the Company, to require the Company to register, at any time, upon time following the written request expiration of the Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities Lock-Up Period and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given pursuant to the Company within 15 days after the giving terms of such written notice by the Company (which request shall specify the amount this Agreement, under and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Securities Act, the number of Registrable Securities of such Holder requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice”, any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities so requested to be registeredregistered by such Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $75,000,000 (without regard to any underwriting discount or commission); provided thatprovided, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writingfurther, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a), (i) within the period or such shorter period as may be specified by the Company’s xxxxxxx xxxxxxx policy as applicable to Company employees generally (xthe “Quarterly Blackout Period”) commencing fourteen (14) calendar days prior to and ending two (2) calendar days following the Company’s scheduled earnings release for any fiscal quarter or year or (ii) within a period of nine months sixty (60) calendar days after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement); provided, further, that nothing in this Section 3(a) or elsewhere herein shall be construed as limiting the frequency by which a Holder may effect a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down pursuant to Section 3(f). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable within ten (10) calendar days and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (i) the Registration Statement relating to any registration effected under Section 2thereto (x) does not become effective, or (y) ifis not maintained effective for the period required pursuant to this Section 3 or (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, with respect theretoinjunction, or similar order or requirement of the SEC during such period, in which case, such requesting Holder shall be entitled to an additional Demand Registration in lieu thereof, (ii) more than 90% of the Registrable Securities requested by the Demand Party to be included in the registration are not so included pursuant to Section 3(b) or (iii) in the case of a Demand Registration for an underwritten offering, the managing underwriterconditions to closing specified in any underwriting agreement, the SEC, the Securities Act purchase agreement or the rules and regulations thereunder, or the form on which similar agreement entered into in connection with the registration statement is relating to be filed, would require the conduct of an audit such request are not satisfied (other than as a result of a material default or breach thereunder by such Demand Party) or otherwise waived by such Demand Party; provided that the regular audit conducted Company’s obligation to pay the registration expenses pursuant to Section 6 hereof in connection therewith shall still apply. As promptly as practicable within two (2) calendar days after receipt by the Company at of a Demand Notice in accordance with this Section 3(a), the end of its fiscal year, in which case Company shall give written notice (the filing may be delayed until the completion “Demand Follow-up Notice”) of such regular audit Demand Notice to all other Holders and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within five (unless 5) calendar days after such Demand Follow-up Notice is given by the Holders Company to such Holders, provided that the Company shall not provide a Demand Follow-up Notice to any other Holder or holder of the Company’s equity securities in the case of a sale of Registrable Securities by the Investor to one or several purchasers pursuant to a Shelf Underwritten Offering by means of a bought deal, a block trade or a similar transaction that is an underwritten offering (a “Block Sale”). All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered agree and the intended methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred and eighty (180) calendar days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At any timeSubject to the following paragraphs of this Section 3(a), upon the written request of the Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which unless the Company has been so requested an effective Shelf Registration Statement on file pursuant to Section 3(e) below, each Holder shall have the right, by delivering a written notice to the Company, to require the Company to register by (in the Demand Party; and (ii) all other Registrable Securities case of a Holder who is subject to transfer restrictions pursuant to the Investment Agreement during the Lock-Up Period, for sales to occur following expiration of the same class or series as are to be registered at the request of a Demand Party Lock-Up Period) and which the Company has been requested to register by any other Holder thereof by written request given pursuant to the Company within 15 days after the giving terms of such written notice by the Company (which request shall specify the amount this Agreement, under and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Securities Act, the number of Registrable Securities of such Holder requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice”, any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities so requested to be registeredregistered by such Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission); provided thatprovided, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writingfurther, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a), (i) within the period or such shorter period as may be specified by the Company’s xxxxxxx xxxxxxx policy as applicable to Company employees generally (xthe “Quarterly Blackout Period”) commencing fourteen (14) calendar days prior to and ending two (2) calendar days following the Company’s scheduled earnings release for any fiscal quarter or year or (ii) within a period of nine months sixty (60) calendar days after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement); provided, further, that nothing in this Section 3(a) or elsewhere herein shall be construed as limiting the frequency by which a Holder may effect a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down pursuant to Section 3(f). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable within ten (10) calendar days and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (i) the Registration Statement relating to any registration effected under Section 2thereto (x) does not become effective, or (y) ifis not maintained effective for the period required pursuant to this Section 3 or (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, with respect theretoinjunction, or similar order or requirement of the SEC during such period, in which case, such requesting Holder shall be entitled to an additional Demand Registration in lieu thereof, (ii) more than 90% of the Registrable Securities requested by the Demand Party to be included in the registration are not so included pursuant to Section 3(b) or (iii) in the case of a Demand Registration for an underwritten offering, the managing underwriterconditions to closing specified in any underwriting agreement, the SEC, the Securities Act purchase agreement or the rules and regulations thereunder, or the form on which similar agreement entered into in connection with the registration statement is relating to be filed, would require the conduct of an audit such request are not satisfied (other than as a result of a material default or breach thereunder by such Demand Party) or otherwise waived by such Demand Party; provided that the regular audit conducted Company’s obligation to pay the registration expenses pursuant to Section 6 hereof in connection therewith shall still apply. As promptly as practicable within two (2) business days after receipt by the Company at of a Demand Notice in accordance with this Section 3(a), the end of its fiscal year, in which case Company shall give written notice (the filing may be delayed until the completion “Demand Follow-up Notice”) of such regular audit Demand Notice to all other Holders and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within five (unless 5) calendar days after such Demand Follow-up Notice is given by the Holders Company to such Holders, provided that the Company shall not provide a Demand Follow-up Notice to any other Holder or holder of the Company’s equity securities in the case of a sale of Registrable Securities by the Investor to one or several purchasers pursuant to a Shelf Underwritten Offering by means of a bought deal, a block trade or a similar transaction that is an underwritten offering (a “Block Sale”). All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered agree and the intended methods of disposition thereof. The Company shall use its reasonable best efforts to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred and eighty (180) calendar days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At Subject to Section 3(d), at any time, upon the written request each of the Demand Party requesting CD&R Investors and their Affiliates that are Holders shall have the right to require the Company effect to register, pursuant to the registration terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of such Holder requested to be so registered pursuant to this Agreement, in each case by delivering written notice to the Company (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”). Subject to Section 3(d), following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but no later than 30 calendar days, and to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of all the first sentence of the preceding paragraph if (x) the Registration Statement relating thereto (A) does not become effective, (B) is not maintained effective for the period required pursuant to this Section 3, or part (C) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period, (y) more than 80% of the Registrable Securities requested by the demanding Holder to be included in such registration are not so included pursuant to Section 3(b) or (z) the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by such demanding Holder or its Affiliates) or otherwise waived by such demanding Holder; provided that the Company’s obligation to pay expenses pursuant to Section 6 hereof shall still apply. Within two calendar days after receipt by the Company of a Demand Notice in accordance with this Section 3(a), the Company shall give written notice (the “Demand Follow-Up Notice”) of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration Notice to all other Holders and shall, subject to the provisions of Section 3(b) hereof, include in such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such all Registrable Securities with respect to which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by received written request given to the Company requests for inclusion therein within 15 five calendar days after the giving of such written notice Demand Follow-Up Notice is given by the Company (which request to such Holders. All requests made pursuant to this Section 3 shall specify the amount and intended method number of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree and the intended method or methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 calendar days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter pursuant to the regular audit)provisions of this Agreement.

Request by the Demand Party. At Subject to Section 3(d), at any time, upon the written request time after termination of the Demand Party requesting Company Lock-Up Period, the PEP Investor and its Affiliates that are Holders of Registrable Securities shall have the right to require the Company effect to register, pursuant to the registration terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be registered by the PEP Investor and its Affiliates that are Holders of Registrable Securities pursuant to this Agreement, in each case by delivering written notice to the Company (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”). Subject to Section 3(d), following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but no later than thirty (30) days, and to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of all the first sentence of the preceding paragraph if (i) the Registration Statement relating thereto (x) does not become effective, (y) is not maintained effective for the period required pursuant to this Section 3, or part (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (ii) more than 90% of the Registrable Securities requested by the demanding Holder to be included in such registration are not so included pursuant to Section 3(b) or (iii) the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by such demanding Holder or its Affiliates) or otherwise waived by such demanding Holder. Within three (3) Business Days after receipt by the Company of a Demand Notice in accordance with this Section 3(a), the Company shall give written notice (the “Demand Follow-Up Notice”) of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration Notice to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities and shall, subject to the provisions of Section 3(b) and Section 3(h) hereof, include in such registration all Registrable Securities with respect to which the Company has been so requested to register by the received written requests for inclusion therein within five (5) Business Days after such Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request Follow-Up Notice is given to the Company within 15 days after the giving of such written notice by the Company (which request shall to such Holders. All requests made pursuant to this Section 3 will specify the amount and intended method number of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree and the intended method or methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At Subject to the following paragraphs of this Section 3(a), each Holder shall have the right, by delivering a written notice to the Company, to require the Company to register, at any time, upon time following the written request expiration of the Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities Lock-Up Period and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given pursuant to the Company within 15 days after the giving terms of such written notice by the Company (which request shall specify the amount this Agreement, under and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Securities Act, the number of Registrable Securities of such Holder requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice”, any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities so requested to be registeredregistered by such Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $75,000,000 (without regard to any underwriting discount or commission); provided thatprovided, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writingfurther, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a), (i) within the period or such shorter period as may be specified by the Company’s xxxxxxx xxxxxxx policy as applicable to Company employees generally (xthe “Quarterly Blackout Period”) commencing 14 calendar days prior to and ending two calendar days following the Company’s scheduled earnings release for any fiscal quarter or year or (ii) within a period of nine months 90 calendar days after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement); provided, further, that nothing in this Section 3(a) or elsewhere herein shall be construed as limiting the frequency by which a Holder may effect a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down pursuant to Section 3(f). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable within 10 calendar days and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (i) the Registration Statement relating to any registration effected under Section 2thereto (x) does not become effective, or (y) ifis not maintained effective for the period required pursuant to this Section 3 or (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, with respect theretoinjunction, or similar order or requirement of the SEC during such period, in which case, such requesting Holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof, (ii) more than 90% of the Registrable Securities requested by the Demand Party to be included in the registration are not so included pursuant to Section 3(b) or (iii) in the case of a Demand Registration for an underwritten offering, the managing underwriterconditions to closing specified in any underwriting agreement, the SEC, the Securities Act purchase agreement or the rules and regulations thereunder, or the form on which similar agreement entered into in connection with the registration statement is relating to be filed, would require the conduct of an audit such request are not satisfied (other than as a result of a material default or breach thereunder by such Demand Party) or otherwise waived by such Demand Party; provided that the regular audit conducted Company’s obligation to pay the registration expenses pursuant to Section 6 hereof in connection therewith shall still apply. As promptly as practicable within two calendar days after receipt by the Company at of a Demand Notice in accordance with this Section 3(a), the end of its fiscal year, in which case Company shall give written notice (the filing may be delayed until the completion “Demand Follow-up Notice”) of such regular audit (unless the Demand Notice to all other Holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within five calendar days after such Demand Follow-up Notice is given by the Company to such Holders, provided that the Company shall not provide a Demand Follow-up Notice to any other Holder of Registrable Securities or holder of the Company’s equity securities in the case of a sale of Registrable Securities by the Investor to one or several purchasers pursuant to a Shelf Underwritten Offering by means of a bought deal, a block trade or a similar transaction that is an underwritten offering (a “Block Sale”). All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered agree and the intended methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 calendar days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At any timeSubject to the following paragraphs of this Section 3(a) and to Section 3(h), upon (i) (A) on or before the written request third anniversary of the Demand Party requesting Closing Date, the Principal Investors, by unanimous approval, (B) after the third anniversary of the Closing Date, the Requisite Investors (so long as such Requisite Investors, together with their Affiliates, hold at least 20% of the issued and outstanding Common Stock) or (C) after the eighth anniversary of the Closing Date, any Principal Investor, together with its Affiliates, holding at least 20% of the issued and outstanding Common Stock, shall have the right to request that the Company effect conduct an IPO pursuant to and as provided in Section 3.6 of the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities Stockholders Agreement and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of following an IPO, a Principal Investor or Principal Investors shall have the same class or series as are right to be registered at the request of a Demand Party and which require the Company has been requested to register by any other Holder thereof by written request given register, pursuant to the Company within 15 days after the giving terms of such written notice by the Company (which request shall specify the amount this Agreement, under and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Securities Act, the number of Registrable Securities so of such Principal Investor or Principal Investors and their Affiliates requested to be registeredso registered pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided that, unless Holders of a majority of consented to in writing by the shares of Registrable Securities held by Holders consent thereto in writingRequisite Investors, the Company shall not be obligated to file a registration statement relating to any registration request Demand Notice under this Section 3(a) (x) within a period of nine months 180 days after the effective date of any other registration statement Registration Statement relating to any registration request Demand Notice under this Section 3(a). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of the first sentence of the preceding paragraph if the Registration Statement relating thereto (i) which was does not effected on Form S-3 become effective, (or any successor or similar short-form registration statementii) or relating is not maintained effective for the period required pursuant to any registration effected under this Section 23, or (yiii) ifthe offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunderinjunction, or similar order or requirement of the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted SEC during such period. Within two days after receipt by the Company at of a Demand Notice in accordance with this Section 3(a), the end of its fiscal year, in which case Company shall give written notice (the filing may be delayed until the completion “Notice”) of such regular audit (unless the Demand Notice to all other Holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two days after such Notice is given by the Company to such Holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered agree and/or, in the case of an IPO, the number of shares of Common Stock (if any) to pay be issued, and the expenses intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At any time(a) Subject to this Section 2.1, upon each Holder shall have the right, by delivering a written request of notice to the Demand Party requesting that Company, to require the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereofto register, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given time pursuant to the Company within 15 days after the giving terms of such written notice by the Company (which request shall specify the amount this Agreement, under and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Securities Act, the number of Registrable Securities of such Holder requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice”, any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities so requested to be registeredregistered by such Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (without regard to any underwriting discount or commission); provided thatprovided, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writingfurther, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a2.1, (i) there is an effective Shelf Registration Statement including the Registrable Securities, in which case the offering will be subject to Section 2.6, (xii) within the period as may be specified by the Company’s xxxxxxx xxxxxxx policy as applicable to Company employees generally for any fiscal quarter or year or any special blackout period as specified by the Company’s xxxxxxx xxxxxxx policy (each, a “Blackout Period”) or (iii) within a period of nine months sixty (60) calendar days after the effective date of any other registration statement relating to any registration request under this Section 3(a2.1; provided, further, that nothing in this Section 2.1 or elsewhere herein shall be construed as limiting the frequency by which a Holder may effect a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down pursuant to Section 2.6. Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2.1, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable within thirty (30) which was calendar days and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) No Demand Registration shall be deemed to have occurred for purposes of this Section 2.1 if (i) the Registration Statement relating thereto (x) does not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2become effective, or (y) ifis not maintained effective for the period required pursuant to this Section 2.1 or (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, with respect theretoinjunction, or similar order or requirement of the SEC during such period, in which case, such requesting Holder shall be entitled to an additional Demand Registration in lieu thereof, (ii) more than 90% of the Registrable Securities requested by the Demand Party to be included in the registration are not so included pursuant to Section 2.2 or (iii) in the case of a Demand Registration for an underwritten offering, the managing underwriterconditions to closing specified in any underwriting agreement, the SEC, the Securities Act purchase agreement or the rules and regulations thereunder, or the form on which similar agreement entered into in connection with the registration statement is relating to be filed, would require the conduct of an audit such request are not satisfied (other than as a result of a material default or breach thereunder by such Demand Party) or otherwise waived by such Demand Party; provided that the regular audit conducted Company’s obligation to pay the registration expenses pursuant to Article 5 hereof in connection therewith shall still apply. (c) As promptly as practicable within seven (7) calendar days after receipt by the Company at of a Demand Notice in accordance with Section 2.1(a), the end of its fiscal year, in which case Company shall give written notice (the filing may be delayed until the completion “Demand Follow-up Notice”) of such regular audit Demand Notice to all other Holders and shall, subject to the provisions of Section 2.2 hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within five (unless 5) calendar days after such Demand Follow-up Notice is given by the Holders Company to such Holders, provided that the Company shall not provide a Demand Follow-up Notice to any other Holder in the case of a sale of Registrable Securities by any Investor to one or several purchasers pursuant to a Shelf Underwritten Offering by means of a bought deal, a block trade or a similar transaction that is an underwritten offering (a “Block Sale”). (d) All requests made pursuant to this Section 2.1 will specify the number of Registrable Securities to be registered agree and the intended methods of disposition thereof. (e) The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred and eighty (180) calendar days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At any time, time upon the written request of the Demand Party requesting that the Company Registrant effect the registration under the Securities Act of all or part of such Demand Party’s 's Registrable Securities (such amount to equal at least 25% of the total number of Registrable Securities held by such Demand Party of the class in respect of which such demand for registration is being made) and specifying the amount and intended method of disposition thereof, the Company Registrant will promptly give written notice of such requested registration to all other Holders of such Registrable SecuritiesSecurities of the same class as the securities requested to be registered, and thereupon will, as expeditiously as possible, use its best all reasonable efforts to effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested by the Demand Party and if the Registrant is then eligible to use such registration) of: (i) such the Registrable Securities which the Company Registrant has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are the securities requested to be registered at the request of a Demand Party and which the Company Registrant has been requested to register by any other Holder thereof by written request given to the Company Registrant within 15 days after the giving of such written notice by the Company Registrant (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided thatprovided, unless Holders of a majority of that notwithstanding anything to the shares of Registrable Securities held by Holders consent thereto in writingcontrary contained herein, the Company Registrant shall not be obligated to file a effect such registration statement relating to any registration request under this Section 3(a) (x) within a period of nine months after with respect to the effective Rights or the CP Shares until the date that is one year from the date of any other this Agreement; provided further that, if with respect to a registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter), the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular annual audit conducted by the Company at the end of its fiscal yearRegistrant, in which case the filing of the registration statement may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree to pay the expenses of the Company Registrant in connection with such an audit other than the regular audit).

Request by the Demand Party. At any time, upon the written request of the Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities (including, if such request relates to a security which is convertible into shares of Common Stock, the shares of Common Stock issuable upon such conversion) which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided provided, that with respect to any Demand Party other than Associates, the Company shall not be obligated to effect any registration of Registrable Securities under this Section 3(a) unless such Demand Party requests that the Company register at least 1% of the total number of Registrable Securities; and provided, further, that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, if with respect thereto, thereto the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree to pay the expenses of the Company in connection with such an audit other than the regular audit). Nothing in this Section 3 shall operate to limit the right of a Holder to (i) request the registration of Common Stock issuable upon conversion or exercise of convertible securities held by such Holder notwithstanding the fact that at the time of request such Holder holds only convertible securities or (ii) request the registration at one time of both Common Stock and securities convertible into Common Stock.

Request by the Demand Party. At any time, upon the written request of the Demand Party requesting that the Company effect the registration under the Securities Act of of, and/or qualify for distribution under Applicable Canadian Securities Laws, all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act and/or file a Canadian Prospectus under Applicable Canadian Securities Laws, as the case may be, of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; , and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement Registration Statement and/or a Canadian Prospectus relating to any registration request under this Section 3(a) (x) within a period of nine months after the effective date of any other registration statement Registration Statement or Canadian Prospectus relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statementRegistration Statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SECa Securities Regulator, the Securities Act or the rules and regulations thereunderAct, Applicable Canadian Securities Laws, or the form on which the registration statement Registration Statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree to pay the expenses of the Company in connection with such an audit other than the regular audit).

Request by the Demand Party. At any time, time upon the written request of the a Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s 's Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of all other Registrable Securities of the same class or series as are to be registered at the request of such Registrable SecuritiesDemand Party, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities)Company, all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be so registered; provided that, with respect to any Demand Party other than the Investors, the Company shall not be obligated to effect any registration under this Section 3(a) unless Holders of a majority such Demand Party requests that the Company register at least 1% of the shares total number of Registrable Securities held by Holders consent thereto in writingSecurities; and provided, further, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) ): (x) within a period of nine months 180 days after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or ; (y) if, if with respect thereto, thereto the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (and the Company shall, upon request of the requesting Demand Holder, use its best efforts to cause such audit to be completed expeditiously and without unreasonable delay), unless the Holders of the Registrable Securities to be registered agree to pay the expenses of the Company in connection with such an audit other than the regular audit; or (z) if the Company is in possession of material non-public information and the Board of Directors of the Company determines in good faith that disclosure of such information would not be in the best interests of the Company and its stockholders, in which case the filing of the registration statement may be delayed until the earlier of (i) the second business day after such conditions shall have ceased to exist and (ii) the 90th day after receipt by the Company of the written request from a Demand Party to register Registrable Securities under this Section 3(a), provided that, the Company shall not be permitted to postpone registration pursuant to this clause (z) more than once in any 360-day period. Nothing in this Section 3 shall operate to limit the right of any Holder to (i) request the registration of Common Stock issuable upon conversion, exchange or exercise of securities held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities or (ii) request the registration at one time of both securities convertible, exchangeable or exercisable into Common Stock and the Common Stock underlying any such securities. Notwithstanding anything to the contrary herein, no Person shall be entitled to include Registrable Securities in the Registration Statement on Form S-1 (Registration Statement No. 333-114027) filed by the Company in respect of the initial public offering of the Common Stock (the "IPO Registration Statement") and the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) within a period of 180 days from the effective date of the IPO Registration Statement.

Request by the Demand Party. At any timeSubject to the following paragraphs of this Section 3(a) and to Section 3(h), upon (i) (A) on or before the written request third anniversary of the Demand Party requesting Closing Date, the Principal Investors, by unanimous approval, (B) after the third anniversary of the Closing Date, the Requisite Investors (so long as such Requisite Investors, together with their Affiliates, hold at least 20% of the issued and outstanding Common Stock) or (C) after the eighth anniversary of the Closing Date, any Principal Investor, together with its Affiliates, holding at least 20% of the issued and outstanding Common Stock, shall have the right to request that the Company effect conduct an IPO pursuant to and as provided in Section 3.6 of the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities Stockholders Agreement and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities following an IPO, a Principal Investor or Principal Investors holding (together with their Affiliates) at least 5% of the same class or series as are issued and outstanding shares of Common Stock shall have the right to be registered at the request of a Demand Party and which require the Company has been requested to register by any other Holder thereof by written request given register, pursuant to the Company within 15 days after the giving terms of such written notice by the Company (which request shall specify the amount this Agreement, under and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Securities Act, the number of Registrable Securities so of such Principal Investor or Principal Investors and their Affiliates requested to be registeredso registered (which number shall represent at least 5% of the issued and outstanding shares of Common Stock) pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided that, unless Holders of a majority of consented to in writing by the shares of Registrable Securities held by Holders consent thereto in writingRequisite Investors, the Company shall not be obligated to file a registration statement relating to any registration request Demand Notice under this Section 3(a) (x) within a period of nine months 180 days after the effective date of any other registration statement Registration Statement relating to any registration request Demand Notice under this Section 3(a). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of the first sentence of the preceding paragraph if the Registration Statement relating thereto (i) which was does not effected on Form S-3 become effective, (or any successor or similar short-form registration statementii) or relating is not maintained effective for the period required pursuant to any registration effected under this Section 23, or (yiii) ifthe offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunderinjunction, or similar order or requirement of the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted SEC during such period. Within 10 days after receipt by the Company at of a Demand Notice in accordance with this Section 3(a), the end of its fiscal year, in which case Company shall give written notice (the filing may be delayed until the completion “Notice”) of such regular audit (unless the Demand Notice to all other Holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such Notice is given by the Company to such Holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered agree and/or, in the case of an IPO, the number of shares of Common Stock (if any) to pay be issued, and the expenses intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At any timetime after the date --------------------------- hereof, upon the written request of the Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s 's Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such of the Registrable Securities which the Company has been so requested to register by the Demand Party; and. (iia) all other Registrable Securities of the same class class(es) or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided thatprovided, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(aArticle II (x) (xother than a registration statement on Form S-3 or any successor or similar short-form registration statement) within a period of nine six months after the effective date of any other registration statement relating to any registration request under this Section 3(a) Article II which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, if with respect thereto, thereto the managing underwriter, the SECCommission, the Securities Act or the rules and regulations thereunderAct, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree Demand Party requesting such registration agrees to pay the expenses of the Company in connection with such an audit other than the regular audit).

Request by the Demand Party. At any timeSubject to the following paragraphs of this Section 3(a), upon no earlier than 180 days following the written request IPO, a Priority Investor or the Priority Investors (each, a “Demand Party”) shall have the right to require the Company to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Demand Party requesting that Securities Act, the number of Registrable Securities of such Priority Investor or Priority Investors requested to be so registered pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company effect (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided that only the registration Principal Investors shall be entitled to request that Registrable Securities registered pursuant to a Demand Registration Statement be sold pursuant to an underwritten offering. Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared or become effective under the Securities Act as promptly as practicable after the filing thereof. Within five (5) business days after receipt by the Company of all or part of such a Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereofNotice in accordance with this Section 3(a), the Company will promptly shall give written notice of such requested registration Demand Notice to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with Section 2 of this Agreement and the intended method thereof as aforesaidWoodside LLC Agreement. All requests made pursuant to this Section 3 will specify the number (or class, if applicable) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree and the intended methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At Subject to Section 3(d), (i) at any time, upon the written request each of the Demand Party requesting CD&R Investor Parties and their Affiliates that are Holders of Registrable Securities shall have the right to request that the Company effect conduct an IPO and (ii) following an IPO, each of the registration CD&R Investor Parties and their Affiliates that are Holders of Registrable Securities shall have the right to require the Company to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of such Holder and its Affiliates requested to be so registered pursuant to this Agreement, in each case by delivering written notice to the Company (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”). Subject to Section 3(d), following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but no later than 45 days in the case of a Demand Notice for an IPO and 30 days in the case of any other Demand Notice, and to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of all or part the first sentence of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: preceding paragraph if (i) such Registrable Securities which the Company has been so requested Registration Statement relating thereto (x) does not become effective, (y) is not maintained effective for the period required pursuant to register by this Section 3, or (z) the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) offering of the Registrable Securities so pursuant to be registered; provided thatsuch Registration Statement is subject to a stop order, unless Holders of a majority injunction, or similar order or requirement of the shares of Registrable Securities held by Holders consent thereto in writingSEC during such period, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a(ii) (x) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other more than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders 80% of the Registrable Securities requested by the demanding Holder to be registered agree included in such registration are not so included pursuant to pay Section 3(b) or (iii) the expenses of the Company conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such an audit request are not satisfied (other than the regular audit)as a result of a material default or breach thereunder by such demanding Holder or its Affiliates) or otherwise waived by such demanding Holder.

Request by the Demand Party. At any timeSubject to Section 3(d), upon the written request each of the Demand Party requesting Standard General Parties and their Affiliates that are Holders of Registrable Securities shall have the right to require the Company effect to register, pursuant to the registration terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of such Holder and its Affiliates requested to be so registered pursuant to this Agreement, in each case by delivering written notice to the Company (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”). Subject to Section 3(d), following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, and to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of all the first sentence of the preceding paragraph if (i) the Registration Statement relating thereto (x) does not become effective, (y) is not maintained effective for the period required pursuant to this Section 3, or part (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (ii) more than 80% of the Registrable Securities requested by the demanding Holder to be included in such registration are not so included pursuant to Section 3(b) or (iii) the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by such demanding Holder or its Affiliates) or otherwise waived by such demanding Holder. Within 5 days after receipt by the Company of a Demand Notice in accordance with this Section 3(a), the Company shall give written notice (the “Demand Follow-Up Notice”) of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration Notice to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities and shall, subject to the provisions of Section 3(b) and Section 3(h) hereof, include in such registration all Registrable Securities with respect to which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by received written request given to the Company requests for inclusion therein within 15 5 days after the giving of such written notice Demand Follow-Up Notice is given by the Company (which request to such Holders. The failure of any Holder receiving a Demand Follow-Up Notice to respond within such 5-day period referred to in the preceding sentence shall specify the amount and intended method of disposition be deemed to be a waiver of such Registrable Securities), all Holder’s rights under this Section 3(a) with respect to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of such Demand Registration. Any Holder receiving a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request Demand Follow-Up Notice may waive its rights under this Section 3(a) (x) within with respect to such Demand Follow-Up Notice prior to the expiration of such 5-day period by giving written notice to the Company, with a period copy to the demanding Holders. If a Holder receiving a Demand Follow-Up Notice sends the Company a written request for inclusion of nine months part or all of such Holder’s Registrable Securities in a Demand Registration, such Holder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company in the Company’s sole discretion unless, as a result of facts or circumstances arising after the effective date of any other registration statement on which such request was made relating to any registration request under the Company or to market conditions, such Holder reasonably determines that participation in such Demand Registration would have a material adverse effect on such Holder. All requests made pursuant to this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, 3 will specify the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct number of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree and the intended method or methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At Subject to the following paragraphs of this Section 3(a), at any time, upon time following the written request expiration of the Demand Party requesting that Lock-up Period and pursuant to the terms of this Agreement, each of the Investor and the Holders holding a majority of the Registrable Securities on an as converted basis shall have the right, by delivering a written notice to the Company, to require the Company effect the registration to register, under the Securities Act of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Registrable Securities so to be registered; provided thatAct, unless Holders of a majority of the shares number of Registrable Securities held by such Holder or Holders consent thereto requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice”, any such registration, a “Demand Registration” and any such Holder or Holders, the “Demand Party”); provided, however, that the Company shall not be required to effect more than two (2) registrations in writingany twelve (12) month period under this Section 3(a) and (y) a Demand Notice may only be made if the sale of the Registrable Securities is reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (without regard to any underwriting discount or commission); provided, further, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a), (i) within the period as may be specified by the Company’s xxxxxxx xxxxxxx policy as applicable to Company employees generally for any fiscal quarter or year or any special blackout period as specified by the Company’s xxxxxxx xxxxxxx policy (xeach, a “Blackout Period”) or (ii) within a period of nine months sixty (60) calendar days after the effective date of any other registration statement relating to any registration request Demand Registration under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement); provided, further, that nothing in this Section 3(a) or elsewhere herein shall be construed as limiting the frequency by which a Holder may effect a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down pursuant to Section 3(f). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement covering the Registrable Securities requested to be so registered pursuant to the Demand Notice as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof, in each case, in accordance with this terms of this Agreement. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (i) the Registration Statement relating to any registration effected under Section 2thereto (x) does not become effective, (y) is not maintained effective for the entire Demand Registration Effectiveness Period, or (yz) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting Holder or Holders shall be entitled to an additional Demand Registration in lieu thereof, (ii) more than 90% of the Registrable Securities requested by the Demand Party to be included in the Demand Registration are not so included pursuant to Section 3(b) or (iii) in the case of a Demand Registration for an underwritten offering, the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by such Demand Party) or otherwise waived by such Demand Party; provided that the Company’s obligation to pay the registration expenses pursuant to Section 6 hereof in connection therewith shall still apply. As promptly as practicable and in any event within two (2) calendar days after receipt by the Company of a Demand Notice in accordance with this Section 3(a), the Company shall give written notice (the “Demand Follow-up Notice”) of such Demand Notice to all other Holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such Demand Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein from the Holders of such Registrable Securities within five (5) calendar days after such Demand Follow-up Notice is given by the Company to such Holders, provided that the Company shall not provide a Demand Follow-up Notice to any other Holder or holder of the Company’s equity securities in the case of a sale of Registrable Securities by any Holder or Holders to one or several purchasers pursuant to a Shelf Underwritten Offering by means of a bought deal, a block trade or a similar transaction that is an underwritten offering (a “Block Sale”). All requests made pursuant to this Section 3 will specify the number of Registrable Securities requested to be registered agree and the intended methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred and eighty (180) calendar days after the effective date thereof, or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold (the “Demand Registration Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period any participating Holder or Holders refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At any time, or, in the case of Common or Common Equivalent Registrable Securities, at any time after any Common Stock of the Company has been registered after the date hereof under the Securities Act (other than a registration on Form S-8 or any successor or other form promulgated for similar purposes), upon the written request of the Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s 's Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree to pay the expenses of the Company in connection with such an audit other than the regular audit).

Request by the Demand Party. At Subject to Section 3(f), at any time, upon time following the written request date that is 90 days after the consummation of the IPO, each Demand Party requesting that Holder shall have the right to require the Company effect to register, pursuant to the registration terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of such Demand Holder requested to be so registered pursuant to this Agreement, in each case by delivering written notice to the Company (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file or confidentially submit a Registration Statement as promptly as reasonably practicable, but no later than within 30 calendar days, and to use commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of all the first sentence of the preceding paragraph if (x) the Registration Statement relating thereto (A) does not become effective, (B) is not maintained effective for the period required pursuant to this Section 3 or part (C) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period, (y) more than 80% of the Registrable Securities requested by the demanding Holder to be included in such registration are not so included pursuant to Section 3(b) or (z) the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by such demanding Holder or its Affiliates) or otherwise waived by such demanding Holder; provided that the Company’s obligation to pay expenses pursuant to Section 6 hereof shall still apply. Subject to the provisions of Sections 3(b), 3(e)(i) and 3(h), within two Business Days after receipt by the Company of any Demand Notice in accordance with this Section 3(a), the Company shall give written notice (the “Demand Follow-Up Notice”) of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration Notice to all other Holders of and shall include in such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such all Registrable Securities with respect to which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by received written request given to the Company requests for inclusion therein within 15 five calendar days after the giving of such written notice Demand Follow-Up Notice is given by the Company (which request to such Holders. All requests made pursuant to this Section 3 shall specify the amount and intended method number of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree and the intended method or methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 calendar days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter pursuant to the regular audit)provisions of this Agreement.

Request by the Demand Party. At Subject to the following paragraphs of this Section 3(a), at any time, upon time following the written request expiration of the Demand Party requesting that Lock-up Period and pursuant to the terms of this Agreement, each of the Investor and the Holders holding a majority of the Registrable Securities on an as converted basis shall have the right, by delivering a written notice to the Company, to require the Company effect the registration to register, under the Securities Act of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Registrable Securities so to be registered; provided thatAct, unless Holders of a majority of the shares number of Registrable Securities held by such Holder or Holders consent thereto requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice”, any such registration, a “Demand Registration” and any such Holder or Holders, the “Demand Party”); provided, however, that the Company shall not be required to effect more than two (2) registrations in writingany twelve (12) month period under this Section 3(a) and (y) a Demand Notice may only be made if the sale of the Registrable Securities is reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (without regard to any underwriting discount or commission); provided, further, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a), (i) within the period as may be specified by the Company’s xxxxxxx xxxxxxx policy as applicable to Company employees generally for any fiscal quarter or year or any special blackout period as specified by the Company’s xxxxxxx xxxxxxx policy (xeach, a “Blackout Period”) or (ii) within a period of nine months sixty (60) calendar days after the effective date of any other registration statement relating to any registration request Demand Registration under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement); provided, further, that nothing in this Section 3(a) or elsewhere herein shall be construed as limiting the frequency by which a Holder may effect a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down pursuant to Section 3(f). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best 41453855_8 efforts to file a Registration Statement covering the Registrable Securities requested to be so registered pursuant to the Demand Notice as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof, in each case, in accordance with this terms of this Agreement. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (i) the Registration Statement relating to any registration effected under Section 2thereto (x) does not become effective, (y) is not maintained effective for the entire Demand Registration Effectiveness Period, or (yz) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting Holder or Holders shall be entitled to an additional Demand Registration in lieu thereof, (ii) more than 90% of the Registrable Securities requested by the Demand Party to be included in the Demand Registration are not so included pursuant to Section 3(b) or (iii) in the case of a Demand Registration for an underwritten offering, the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by such Demand Party) or otherwise waived by such Demand Party; provided that the Company’s obligation to pay the registration expenses pursuant to Section 6 hereof in connection therewith shall still apply. As promptly as practicable and in any event within two (2) calendar days after receipt by the Company of a Demand Notice in accordance with this Section 3(a), the Company shall give written notice (the “Demand Follow-up Notice”) of such Demand Notice to all other Holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such Demand Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein from the Holders of such Registrable Securities within five (5) calendar days after such Demand Follow-up Notice is given by the Company to such Holders, provided that the Company shall not provide a Demand Follow-up Notice to any other Holder or holder of the Company’s equity securities in the case of a sale of Registrable Securities by any Holder or Holders to one or several purchasers pursuant to a Shelf Underwritten Offering by means of a bought deal, a block trade or a similar transaction that is an underwritten offering (a “Block Sale”). All requests made pursuant to this Section 3 will specify the number of Registrable Securities requested to be registered agree and the intended methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred and eighty (180) calendar days after the effective date thereof, or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold (the “Demand Registration Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period any participating Holder or Holders refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit).Company pursuant to the provisions of this Agreement. 41453855_8

Request by the Demand Party. At any timetime after the Initial Lock-Up Period, upon the written request of the Demand Party requesting that the Company Sunstone effect the registration under the Securities Act of all or part of such Demand Party’s 's 99 Registrable Securities and specifying the amount and intended method of disposition thereof, the Company Sunstone will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities (including, if such request relates to a security which is convertible into shares of Common Stock, the Company shares of Common Stock issuable upon such conversion) which Sunstone has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company Sunstone has been requested to register by any other Holder thereof by written request given to the Company Sunstone within 15 days after the giving of such written notice by the Company Sunstone (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided thatprovided, unless Holders of a majority of the shares that with respect to any Demand Party, Sunstone shall not be obligated to effect any registration of Registrable Securities held by Holders consent thereto in writingunder this Section 3(a) unless such Demand Party requests that Sunstone register at least 20% of the total number of Registrable Securities then outstanding (or such lesser percent if the anticipated aggregate offering price, the Company net of underwriting discounts and commissions would exceed $10,000,000); and provided, further, that, Sunstone shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine six months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 22 in which Registrable Securities were included in such registration, or (y) if, if with respect thereto, thereto the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct completion of an audit other than the regular audit conducted by the Company Sunstone at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree to pay the expenses of the Company Sunstone in connection with such an audit other than the regular audit) or (z) subject to Section 9(j)(ii), during any period of not more than 90 days that the Company, its executive officers or directors are precluded from selling shares of Common Stock as the result of any lock-up restrictions imposed by any underwriter in a previous primary offering, unless such underwriters agree otherwise. Nothing in this Section 3 shall operate to limit the right of a Holder to request the registration of Common Stock issuable upon conversion or exercise of convertible securities held by such Holder notwithstanding the fact that at the time of request such Holder holds only convertible securities.

Request by the Demand Party. At Subject to Section 3(d), (i) at any time, upon time and from time to time following the written request expiration of the Demand Party requesting Holding Period, each Principal Stockholder (other than a Competitor) who owns (together with its Permitted Affiliate Transferees) (x) a number of Outstanding Capital Shares representing at least twenty-five percent (25%) of the total number of Outstanding Capital Shares as of such time (determined using the Threshold Calculation) or (y) fifty percent (50%) of the CD&R Original Shares or the Deere Original Shares, as applicable, shall have the right to request that the Company effect a Qualified IPO, pursuant to and in accordance with the registration provisions of Section 3.5 of the Stockholders Agreement (including the limitations set forth therein) and subject to the provisions of Section 3.6 of the Stockholders Agreement, and (ii) following an IPO, each Principal Stockholder shall have the right to require the Company to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of such Principal Stockholder and its Affiliates requested to be so registered pursuant to this Agreement (any such registration, a “Demand Registration”), in each case by delivering a written notice to the Company (a “Demand Notice”). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use reasonable best efforts to file a Registration Statement as promptly as practicable, but no later than forty-five (45) days in the case of a Demand Notice for an IPO and thirty (30) days in the case of any other Demand Notice, and to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Within ten (10) days after receipt by the Company of all or part a Demand Notice in accordance with this Section 3(a), the Company shall give written notice (the “Notice”) of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration Notice to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company has been so requested to register by the Demand Party; and received written requests for inclusion therein within fifteen (ii15) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice Notice is given by the Company (which request shall specify the amount and intended method of disposition of to such Registrable Securities), all Holders. All requests made pursuant to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period will specify the number of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree and/or, in the case of a Qualified IPO, the number of shares of Common Stock (if any) to pay be issued, and the expenses intended method(s) of disposition thereof; provided, however, that nothing in this Section 3(a) or any other provision of this Agreement shall require the Company to issue or sell any shares of Common Stock as a part of, or in connection with, a Qualified IPO unless the conditions set forth in Section 3.5 of the Stockholders Agreement are satisfied or waived by each of CD&R Investor and Deere Investor. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time that any Holder of Registrable Securities refrains from selling any Registrable Securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At any timeSubject to Section 3(d), upon following the written request expiration of the Demand Party requesting Lock-Up Period, each Investor and its Affiliates that are Holders of Registrable Securities shall have the right to require the Company effect to register, pursuant to the registration terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of such Holder and its Affiliates requested to be so registered pursuant to this Agreement, in each case by delivering written notice to the Company (any such written notice, a “Demand Notice”; any such registration, a “Demand Registration”; and any such requesting Investor and its Affiliates, a “Demanding Holder”). A Demand Notice shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method or methods of disposition thereof. Subject to Section 3(d), following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall file a Registration Statement as promptly as practicable, but no later than ten (10) days following receipt of such Demand Notice, and to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of all the first sentence of the preceding paragraph if (i) the Registration Statement relating thereto (x) does not become effective, (y) is not maintained effective for the period required pursuant to this Section 3(a), (ii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or part similar order or requirement of the SEC during such period, (iii) more than ninety percent (90%) of the Registrable Securities requested by the Demanding Holder to be included in such registration are not so included pursuant to Section 3(b) or (iv) the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the Demand Registration are not satisfied (other than as a result of a material default or breach thereunder by such Demanding Holder or its Affiliates) or otherwise waived by such Demanding Holder. Within two (2) Business Days after receipt by the Company of a Demand Notice (other than in respect of a Block Sale) in accordance with this Section 3(a), the Company shall give written notice (the “Demand Follow-Up Notice”) of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration Notice to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company has been so requested to register by the Demand Party; and received written requests for inclusion therein within seven (ii7) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice Demand Follow-Up Notice is given by the Company (which request shall specify the amount and intended method of disposition of to such Registrable Securities), all Holders. All requests made pursuant to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period will specify the number of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree and the intended method or methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At any timeSubject to Section 3(d), upon the written request each of the Demand Party requesting Standard General Parties and their Affiliates that are Holders of Registrable Securities shall have the right to require the Company effect to register, pursuant to the registration terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of such Holder and its Affiliates requested to be so registered pursuant to this Agreement, in each case by delivering written notice to the Company (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”). Subject to Section 3(d), following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, and to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of all the first sentence of the preceding paragraph if (i) the Registration Statement relating thereto (x) does not become effective, (y) is not maintained effective for the period required pursuant to this Section 3, or part (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (ii) more than 80% of the Registrable Securities requested by the demanding Holder to be included in such registration are not so included pursuant to Section 3(b) or (iii) the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by such demanding Holder or its Affiliates) or otherwise waived by such demanding Holder. Within 5 days after receipt by the Company of a Demand Notice in accordance with this Section 3(a), the Company shall give written notice (the “Demand Follow-Up Notice”) of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration Notice to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities and shall, subject to the provisions of Section 3(b) and Section 3(h) hereof, include in such registration all Registrable Securities with respect to which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by received written request given to the Company requests for inclusion therein within 15 5 days after the giving of such written notice Demand Follow-Up Notice is given by the Company (which request to such Holders. The failure of any Holder receiving a Demand Follow-Up Notice to respond within such 5-day period referred to in the preceding sentence shall specify the amount and intended method of disposition be deemed to be a waiver of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request Holder’s rights under this Section 3(a) (x) within with respect to such Demand Registration. Any Holder receiving a period of nine months after the effective date of any other registration statement relating to any registration request Demand Follow-Up Notice may waive its rights under this Section 3(a) with respect to such Demand Follow-Up Notice prior to the expiration of such 5-day period by giving written notice to the Company, with a copy to the demanding Holders. If a Holder receiving a Demand Follow-Up Notice sends the Company a written request for inclusion of part or all of such Holder’s Registrable Securities in a Demand Registration, such Holder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company in the Company’s sole discretion unless, as a result of facts or circumstances arising after the date on which such request was not effected on Form S-3 (or any successor or similar short-form registration statement) or made relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at or to market conditions, such Holder reasonably determines that participation in such Demand Registration would have a material adverse effect on such Holder. All requests made pursuant to this Section 3 will specify the end number of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree and the intended method or methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At any timeSubject to the following paragraphs of this Section 3(a), upon CM Bermuda shall have the written request right on behalf of the Demand Party requesting that Holders, by delivering a written notice to the Company, to require the Company effect to register, at any time following the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities expiration of the same class or series as are to be registered at the request of a Demand Party applicable Lock-Up Period and which the Company has been requested to register by any other Holder thereof by written request given pursuant to the Company within 15 days after the giving terms of such written notice by the Company (which request shall specify the amount this Agreement, under and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice”, any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities so requested to be registeredregistered by such Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission); provided thatprovided, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writingfurther, that the Company shall not be obligated to file a registration statement Registration Statement relating to any registration request under this Section 3(a), (i) within the period (xthe “Quarterly Blackout Period”) commencing on the last day of any quarter or year and ending two days following the Company’s earnings release for any fiscal quarter or year or (ii) within a period of nine months 60 days after the effective date of any other registration statement Registration Statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under ). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2, or (y) if, with respect thereto3(a), the managing underwriter, the SEC, Company shall use commercially reasonable efforts to file a Registration Statement as promptly as practicable and shall use commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act or as promptly as practicable after the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted filing thereof. Within five (5) days after receipt by the Company at of a Demand Notice in accordance with this Section 3(a), the end of its fiscal year, in which case Company shall give written notice (the filing may be delayed until the completion “Demand Follow-up Notice”) of such regular audit Demand Notice to all other Holders, if any, and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with 0000000000v14 respect to which the Company received written requests for inclusion therein within five (unless 5) Business Days after such Demand Follow-up Notice is given by the Holders Company to such Holders. All requests made pursuant to this Section 3 shall specify the number of the Registrable Securities to be registered agree and the intended methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration that is not a Shelf Registration Statement for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At Subject to the following paragraphs of this Section 3(a), each Holder shall have the right, by delivering a written notice to the Company, to require the Company to register, at any time, upon time following the written request expiration of the Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities Lock-Up Period and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given pursuant to the Company within 15 days after the giving terms of such written notice by the Company (which request shall specify the amount this Agreement, under and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Securities Act, the number of Registrable Securities of such Holder requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice”, any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities so requested to be registeredregistered by such Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission); provided thatprovided, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writingfurther, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a), (i) within the period as may be specified by the Company’s xxxxxxx xxxxxxx policy as applicable to Company employees generally for any fiscal quarter or year or any special blackout period as specified by the Company’s xxxxxxx xxxxxxx policy (xeach, a “Blackout Period”) or (ii) within a period of nine months sixty (60) calendar days after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement); provided, further, that nothing in this Section 3(a) or elsewhere herein shall be construed as limiting the frequency by which a Holder may effect a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down pursuant to Section 3(f). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable within ten (10) calendar days and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (i) the Registration Statement relating to any registration effected under Section 2thereto (x) does not become effective, or (y) ifis not maintained effective for the period required pursuant to this Section 3 or (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, with respect theretoinjunction, or similar order or requirement of the SEC during such period, in which case, such requesting Holder shall be entitled to an additional Demand Registration in lieu thereof, (ii) more than 90% of the Registrable Securities requested by the Demand Party to be included in the registration are not so included pursuant to Section 3(b) or (iii) in the case of a Demand Registration for an underwritten offering, the managing underwriterconditions to closing specified in any underwriting agreement, the SEC, the Securities Act purchase agreement or the rules and regulations thereunder, or the form on which similar agreement entered into in connection with the registration statement is relating to be filed, would require the conduct of an audit such request are not satisfied (other than as a result of a material default or breach thereunder by such Demand Party) or otherwise waived by such Demand Party; provided that the regular audit conducted Company’s obligation to pay the registration expenses pursuant to Section 6 hereof in connection therewith shall still apply. As promptly as practicable within two (2) calendar days after receipt by the Company at of a Demand Notice in accordance with this Section 3(a), the end of its fiscal year, in which case Company shall give written notice (the filing may be delayed until the completion “Demand Follow-up Notice”) of such regular audit Demand Notice to all other Holders and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within five (unless 5) calendar days after such Demand Follow-up Notice is given by the Holders Company to such Holders, provided that the Company shall not provide a Demand Follow-up Notice to any other Holder or holder of the Company’s equity securities in the case of a sale of Registrable Securities by any Investor to one or several purchasers pursuant to a Shelf Underwritten Offering by means of a bought deal, a block trade or a similar transaction that is an underwritten offering (a “Block Sale”). All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered agree and the intended methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred and eighty (180) calendar days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At Subject to the following paragraphs of this Section 3(a), the Requisite Investor Groups shall have the right, by delivering a written notice to the Company, to require the Company to register, at any time, upon time following the written request expiration of the Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities Lock-Up Period and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given pursuant to the Company within 15 days after the giving terms of such written notice by the Company (which request shall specify the amount this Agreement, under and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Securities Act, the number of Registrable Securities of such Investor Groups requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice”, any such registration, a “Demand Registration” and any such Investor Group, a “Demand Party”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities so requested to be registeredregistered by such Investor Groups is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission); provided thatprovided, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writingfurther, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a), (i) within the period as may be specified by the Company’s xxxxxxx xxxxxxx policy as applicable to Company employees generally for any fiscal quarter or year or any special blackout period as specified by the Company’s xxxxxxx xxxxxxx policy (xeach, a “Blackout Period”) or (ii) within a period of nine months sixty (60) calendar days after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement); provided, further, that nothing in this Section 3(a) or elsewhere herein shall be construed as limiting the frequency by which a Holder may effect a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down pursuant to Section 3(f). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable within ten (10) calendar days and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (i) the Registration Statement relating to any registration effected under Section 2thereto (x) does not become effective, or (y) ifis not maintained effective for the period required pursuant to this Section 3 or (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, with respect theretoinjunction, or similar order or requirement of the SEC during such period, in which case, such requesting Investor Groups shall be entitled to an additional Demand Registration in lieu thereof, (ii) more than 90% of the Registrable Securities requested by the Demand Party to be included in the registration are not so included pursuant to Section 3(b) or (iii) in the case of a Demand Registration for an underwritten offering, the managing underwriterconditions to closing specified in any underwriting agreement, the SEC, the Securities Act purchase agreement or the rules and regulations thereunder, or the form on which similar agreement entered into in connection with the registration statement is relating to be filed, would require the conduct of an audit such request are not satisfied (other than as a result of a material default or breach thereunder by such Demand Party) or otherwise waived by such Demand Party; provided that the regular audit conducted Company’s obligation to pay the registration expenses pursuant to Section 6 hereof in connection therewith shall still apply. As promptly as practicable within two (2) calendar days after receipt by the Company at of a Demand Notice in accordance with this Section 3(a), the end of its fiscal year, in which case Company shall give written notice (the filing may be delayed until the completion “Demand Follow-up Notice”) of such regular audit Demand Notice to all other Holders and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within five (unless 5) calendar days after such Demand Follow-up Notice is given by the Holders Company to such Holders, provided that the Company shall not provide a Demand Follow-up Notice to any other Holder or holder of the Company’s equity securities in the case of a sale of Registrable Securities by any Investor Group to one or several purchasers pursuant to a Shelf Underwritten Offering by means of a bought deal, a block trade or a similar transaction that is an underwritten offering (a “Block Sale”). All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered agree and the intended methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred and eighty (180) calendar days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At any timetime after the Initial Lock-Up Period, upon the written request of the Demand Party requesting that the Company Sunstone effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of:'s (i) such Registrable Securities (including, if such request relates to a security which is convertible into shares of Common Stock, the Company shares of Common Stock issuable upon such conversion) which Sunstone has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company Sunstone has been requested to register by any other Holder thereof by written request given to the Company Sunstone within 15 days after the giving of such written notice by the Company Sunstone (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided thatprovided, unless Holders of a majority of the shares that with respect to any Demand Party, Sunstone shall not be obligated to effect any registration of Registrable Securities held by Holders consent thereto in writingunder this Section 3(a) unless such Demand Party requests that Sunstone register at least 20% of the total number of Registrable Securities then outstanding (or such lesser percent if the anticipated aggregate offering price, the Company net of underwriting discounts and commissions would exceed $10,000,000); and provided, further, that, Sunstone shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine six months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 22 in which Registrable Securities were included in such registration, or (y) if, if with respect thereto, thereto the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct completion of an audit other than the regular audit conducted by the Company Sunstone at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree to pay the expenses of the Company Sunstone in connection with such an audit other than the regular audit) or (z) subject to Section 9(j)(ii), during any period of not more than 90 days that the Company, its executive officers or directors are precluded from selling shares of Common Stock as the result of any lock-up restrictions imposed by any underwriter in a previous primary offering, unless such underwriters agree otherwise. Nothing in this Section 3 shall operate to limit the right of a Holder to request the registration of Common Stock issuable upon conversion or exercise of convertible securities held by such Holder notwithstanding the fact that at the time of request such Holder holds only convertible securities. (b) Notwithstanding the foregoing provisions of Section 3(a), Sunstone shall not be obligated to effect more than two demand registrations pursuant to requests made by the Demand Holders pursuant to this Section 3. No Holder's rights under this Section 3 shall be affected by a registration pursuant to Section 2.

Request by the Demand Party. At any timeSubject to Section 3(d), upon the written request each of the Demand Party requesting Standard General Parties and their Affiliates that are Holders of Registrable Securities shall have the right to require the Company effect to register, pursuant to the registration terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of such Holder and its Affiliates requested to be so registered pursuant to this Agreement, in each case by delivering written notice to the Company (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”). Subject to Section 3(d), following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to TABLE OF CONTENTS​ file a Registration Statement as promptly as practicable, and to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of all the first sentence of the preceding paragraph if (i) the Registration Statement relating thereto (x) does not become effective, (y) is not maintained effective for the period required pursuant to this Section 3, or part (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (ii) more than 80% of the Registrable Securities requested by the demanding Holder to be included in such registration are not so included pursuant to Section 3(b) or (iii) the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by such demanding Holder or its Affiliates) or otherwise waived by such demanding Holder. Within 5 days after receipt by the Company of a Demand Notice in accordance with this Section 3(a), the Company shall give written notice (the “Demand Follow-Up Notice”) of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration Notice to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities and shall, subject to the provisions of Section 3(b) and Section 3(h) hereof, include in such registration all Registrable Securities with respect to which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by received written request given to the Company requests for inclusion therein within 15 5 days after the giving of such written notice Demand Follow-Up Notice is given by the Company (which request to such Holders. The failure of any Holder receiving a Demand Follow-Up Notice to respond within such 5-day period referred to in the preceding sentence shall specify the amount and intended method of disposition be deemed to be a waiver of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request Holder’s rights under this Section 3(a) (x) within with respect to such Demand Registration. Any Holder receiving a period of nine months after the effective date of any other registration statement relating to any registration request Demand Follow-Up Notice may waive its rights under this Section 3(a) with respect to such Demand Follow-Up Notice prior to the expiration of such 5-day period by giving written notice to the Company, with a copy to the demanding Holders. If a Holder receiving a Demand Follow-Up Notice sends the Company a written request for inclusion of part or all of such Holder’s Registrable Securities in a Demand Registration, such Holder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company in the Company’s sole discretion unless, as a result of facts or circumstances arising after the date on which such request was not effected on Form S-3 (or any successor or similar short-form registration statement) or made relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at or to market conditions, such Holder reasonably determines that participation in such Demand Registration would have a material adverse effect on such Holder. All requests made pursuant to this Section 3 will specify the end number of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree and the intended method or methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At any timetime after the date hereof, upon the written request of the Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s 's Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable SecuritiesHolders, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (ia) such the Registrable Securities which the Company has been so requested to register by the Demand PartyParty (including, if such request relates to a security which is convertible, exchangeable or exercisable into shares of Common Stock, and if the Demand Party so requests, the shares of Common Stock issuable upon such conversion, exchange or exercise); and (iib) all other Registrable Securities of the same class class(es) or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided PROVIDED, that with respect to any Demand Party other than Buyer, the Company shall not be obligated to effect any registration of Registrable Securities under this Section unless such Demand Party requests that the Company register at least 10% of the Registrable Securities; and PROVIDED, FURTHER, that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(aArticle III (x) (xother than a registration statement on Form S-3 or any successor or similar short-form registration statement) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) Article III or to any registration effected under Article II, in either case which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, if with respect thereto, thereto the managing underwriter, the SECCommission, the Securities Act or the rules and regulations thereunderAct, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree to pay the expenses of the Company in connection with such an audit other than the regular audit). Nothing in this Article III shall operate to limit the right of any Holder to (i) request the registration of Common Stock issuable upon conversion, exchange or exercise of securities held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities (ii) request the registration at one time of both securities convertible, exchangeable or exercisable into Common Stock and the Common Stock underlying any such securities.

Request by the Demand Party. (a) At any time, after the IPO Date, upon the written request of the Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s 's Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its reasonable best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at which the request of Company has been requested by a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 fifteen (15) days after the giving of such written notice by the Company (which request notice shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of registered in accordance with the shares of Registrable Securities held by Holders consent thereto timing specified in writingSection 4.1(a)(i). Notwithstanding the foregoing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) 3.1 within a period of nine months 180 days after the IPO Date or ninety (90) days after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) 3.1 or relating to any registration effected under Section 2Article II unless Holders of a majority of the shares of Registrable Securities held by Sponsor Holders consent thereto in writing. In the case of a Sponsor Holder requesting registration pursuant to clause (ii) above, such Sponsor Holder shall have the option to specify whether the Registrable Securities such Sponsor Holder wishes to include in such registration are to be included pursuant to this Article III or (y) if, with respect theretopursuant to Article II. In the absence of such a specification, the managing underwriterRegistrable Securities requested to be included will be included on the basis set forth in Article II. (b) For the avoidance of doubt, no Management Stockholders or Director Stockholders (or Permitted Transferee thereof) will have the SEC, right to require the Company to effect the registration under the Securities Act of Registrable Securities of such Management Stockholder or the rules and regulations thereunder, Director Stockholders (or the form on which the registration statement is Permitted Transferee thereof) pursuant to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing this Section 3.1 (it being understood that such rights may be delayed until exercised pursuant to Article II and only after the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree to pay the expenses of the Company in connection with such an audit other than the regular auditQualified Sale Date).

Request by the Demand Party. At any timeSubject to Section 3(d), upon (i) following the written request fourth anniversary of the Demand Party requesting Closing, each Principal Stockholder shall have the right to request that the Company effect conduct a Qualified IPO pursuant to and as provided in Section 3.7 of the registration Stockholders Agreement and (ii) following an IPO, each Principal Stockholder shall have the right to require the Company to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of such Principal Stockholder and its Affiliates requested to be so registered pursuant to this Agreement, in each case by delivering written notice to the Company (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”). Subject to Section 3(d), following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but no later than 45 days in the case of a Demand Notice for an IPO and 30 days in the case of any other Demand Notice, and to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of all the first sentence of the preceding paragraph if (i) the Registration Statement relating thereto (x) does not become effective, (y) is not maintained effective for the period required pursuant to this Section 3, or part (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (ii) more than 80% of the Registrable Securities requested by the demanding Principal Stockholder to be included in such registration are not so included pursuant to Section 3(b) or (iii) the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by such demanding Principal Stockholder or its Affiliates) or otherwise waived by such Principal Stockholder. Within 10 days after receipt by the Company of a Demand Notice in accordance with this Section 3(a), the Company shall give written notice (the “Demand Follow-Up Notice”) of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration Notice to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by received written request given to the Company requests for inclusion therein within 15 days after the giving of such written notice Demand Follow-Up Notice is given by the Company (which request shall to such Holders. All requests made pursuant to this Section 3 will specify the amount and intended method number of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree and/or, in the case of a Qualified IPO, the number of shares of Common Stock (if any) to pay be issued, and the expenses intended method or methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At Subject to Section 3(d), at any time, upon the written request time after termination of the Lock-up Period, Continuing LLC Investor shall have the right to require the Issuer to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of Continuing LLC Investor and the Other Investors requested by Continuing LLC Investor to be so registered pursuant to this Agreement, in each case by delivering written notice to the Issuer (any such written notice, a “Demand Party requesting that Notice” and any such registration, a “Demand Registration”). Subject to Section 3(d), following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company effect the registration Issuer shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but no later than 15 Business Days, and to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of all or part the first sentence of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: preceding paragraph if (i) such Registrable Securities which the Company has been so requested Registration Statement relating thereto (x) does not become effective, (y) is not maintained effective for the period required pursuant to register by this Section 3, or (z) the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) offering of the Registrable Securities so pursuant to be registered; provided thatsuch Registration Statement is subject to a stop order, unless Holders injunction, or similar order or requirement of the SEC during such period, and (ii) the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a majority of the shares of Registrable Securities held material default or breach thereunder by Holders consent thereto in writing, the Company shall not be obligated Continuing LLC Investor or its Affiliates) or otherwise waived by Continuing LLC Investor. All requests made pursuant to file a registration statement relating to any registration request under this Section 3(a) (x) within a period 3 will specify the number of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree and the intended method or methods of disposition thereof. The Issuer shall be required to pay maintain the expenses effectiveness of the Company Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in connection with such an audit other than Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the regular audit)period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Issuer pursuant to the provisions of this Agreement.

Request by the Demand Party. At any time, upon Upon the written request consummation of the Valid Offering, subject to Section 3(d), each of the Investors and its Affiliates that is a Holder of Registrable Securities shall have the right to require the Issuer to register under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of such Holder and its Affiliates requested to be so registered pursuant to this Agreement, in each case by delivering written notice to the Issuer (any such written notice, a “Demand Party requesting that Notice” and any such registration, a “Demand Registration”). Subject to Section 3(d), following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company effect the registration Issuer shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but no later than within 45 days, and to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof, provided that all necessary documents for the registration can be obtained and prepared within such 45-day period, provided, further, that all references to “45” days in this clause shall be replaced with “65” days for any Offering covered by this Agreement for so long as the Issuer is not eligible to use Form F-3. No Demand Registration shall be deemed to have occurred for purposes of all the first sentence of the preceding paragraph if (i) the Registration Statement relating thereto (x) does not become effective, (y) is not maintained effective for the period required pursuant to this Section 3, or part (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (ii) less than 50% of the Registrable Securities requested by the demanding Holder to be included in such registration are included pursuant to Section 3(b) or (iii) the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by such demanding Holder or its Affiliates) or otherwise waived by such demanding Holder. Within 5 Business Days after receipt by the Issuer of a Demand Notice in accordance with this Section 3(a), the Issuer shall give written notice (the “Demand Follow-Up Notice”) of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration Notice to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities and shall, subject to the provisions of Section 3(b) and Section 3(h) hereof, include in such registration all Registrable Securities with respect to which the Company has been so requested to register Issuer received written requests for inclusion therein within 5 days after such Demand Follow-Up Notice is given by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are Issuer to be registered at the request of a Demand Party and which the Company has been requested such Holders. All requests made pursuant to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall this Section 3 will specify the amount and intended method number of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree and the intended method or methods of disposition thereof; provided that the requesting Holders may change the number of Registrable Securities proposed to pay be registered up to 5 Business Days prior to the expenses applicable Registration Statement being declared effective, subject to the minimum size limit set forth in Section 3(d). In the event that the Issuer intends to effect a registration pursuant to Section 3(a) by means of an Underwritten Offering, no Holder may include Registrable Securities in such registration unless such Holder, subject to the Company limitations set forth in this Agreement: (i) agrees to sell its Registrable Securities on the basis provided in the applicable underwriting arrangements; (ii) completes and executes all questionnaires, powers of attorney, indemnities and other documents and agreements reasonable required under the terms of such underwriting arrangements; and (iii) cooperates with the Issuer’s reasonable requests in connection with such registration (it being understood that the Issuer’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, shall not constitute a breach by the Issuer of this Agreement). The Issuer shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Issuer or an audit other than underwriter of the regular audit)Issuer pursuant to the provisions of this Agreement.

Request by the Demand Party. At any timeSubject to Section 3(d), upon the written request CD&R Investor and its Affiliates that are Holders of Registrable Securities shall have the right to require the Company to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Demand Party requesting Securities Act, the number of Registrable Securities of the CD&R Investor and its Affiliates that are Holders of Registrable Securities requested to be so registered pursuant to this Agreement, in each case by delivering written notice to the Company effect (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”). Subject to Section 3(d), following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the registration Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but no later than 30 days, and to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of all the first sentence of the preceding paragraph if (i) the Registration Statement relating thereto (x) does not become effective, (y) is not maintained effective for the period required pursuant to this Section 3, or part (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (ii) more than 80% of the Registrable Securities requested by the CD&R Investor or its Affiliates that are Holders of Registrable Securities to be included in such registration are not so included pursuant to Section 3(b) or (iii) the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the CD&R Investor or its Affiliates that are Holders of Registrable Securities) or otherwise waived by the CD&R Investor or its Affiliates that are Holders of Registrable Securities. Within two Business Days after receipt by the Company of a Demand Notice in accordance with this Section 3(a), the Company shall give written notice (the “Demand Follow-Up Notice”) of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration Notice to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company has been so requested to register by the received written requests for inclusion therein within three Business Days after such Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request Follow-Up Notice is given to the Company within 15 days after the giving of such written notice by the Company (which request shall to such Holders. All requests made pursuant to this Section 3 will specify the amount and intended method number of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree and the intended method or methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the CD&R Investor and its Affiliates that are Holders of Registrable Securities refrain from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At any timeSubject to the following paragraphs of this Section 3(a), upon CM Bermuda shall have the written request right on behalf of the Demand Party requesting that Holders, by delivering a written notice to the Company, to require the Company effect to register, at any time following the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities expiration of the same class or series as are to be registered at the request of a Demand Party applicable Lock-Up Period and which the Company has been requested to register by any other Holder thereof by written request given pursuant to the Company within 15 days after the giving terms of such written notice by the Company (which request shall specify the amount this Agreement, under and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice”, any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities so requested to be registeredregistered by such Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission); provided thatprovided, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writingfurther, that the Company shall not be obligated to file a registration statement Registration Statement relating to any registration request under this Section 3(a), (i) within the period (xthe “Quarterly Blackout Period”) commencing on the last day of any quarter or year and ending two days following the Company’s earnings release for any fiscal quarter or year or (ii) within a period of nine months 60 days after the effective date of any other registration statement Registration Statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under ). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2, or (y) if, with respect thereto3(a), the managing underwriter, the SEC, Company shall use commercially reasonable efforts to file a Registration Statement as promptly as practicable and shall use commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act or as promptly as practicable after the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted filing thereof. Within five (5) days after receipt by the Company at of a Demand Notice in accordance with this Section 3(a), the end of its fiscal year, in which case Company shall give written notice (the filing may be delayed until the completion “Demand Follow-up Notice”) of such regular audit Demand Notice to all other Holders, if any, and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within five (unless 5) Business Days after such Demand Follow-up Notice is given by the Holders Company to such Holders. All requests made pursuant to this Section 3 shall specify the number of the Registrable Securities to be registered agree and the intended methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration that is not a Shelf Registration Statement for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At any time, time upon the written request of the Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s 's Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof or holder of Common Stock who has piggyback registration rights pursuant to an Other Registration Rights Agreement by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities)Company, all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so and Common Stock to be so registered; provided that, with respect to any Demand Party other than the KKR Fund, the Company shall not be obligated to effect any registration of Registrable Securities or Common Stock under this Section 3(a) unless such Demand Party requests that the Company register at least 1% of the total number of Registrable Securities; and provided, further, that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) ): (x) within a period of nine months 180 days (or such lesser period as the managing underwriters in an underwritten offering may permit) after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or 2 (unless Holders of a majority of the shares of Registrable Securities held by all Holders consent in writing to the filing of such registration statement); (y) if, if with respect thereto, thereto the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless and the Holders Company shall, upon request of the Registrable Securities requesting Demand Holder, use its best efforts to cause such audit to be registered agree to pay completed expeditiously and without unreasonable delay); or (z) if the expenses Company is in possession of material non-public information and the Board of Directors of the Company determines in connection with good faith that disclosure of such an audit other than information would not be in the regular auditbest interests of the Company and its stockholders, in which case the filing of the registration statement may be delayed until the earlier of the second business day after such conditions shall have ceased to exist and the 90th day after receipt by the Company of the written request from a Demand Holder to register Registrable Securities under this Section 3(a). Nothing in this Section 3 shall operate to limit the right of any Holder to (i) request the registration of Common Stock issuable upon conversion, exchange or exercise of securities held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities (ii) request the registration at one time of both securities convertible, exchangeable or exercisable into Common Stock and the Common Stock underlying any such securities.

Request by the Demand Party. At any timetime after the Initial Lock-Up Period, upon the written request of the Demand Party requesting that the Company Sunstone effect the registration under the Securities Act of all or part of such Demand Party’s 's Registrable Securities and specifying the amount and intended method of disposition thereof, the Company Sunstone will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities (including, if such request relates to a security which is convertible into shares of Common Stock, the Company shares of Common Stock issuable upon such conversion) which Sunstone has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company Sunstone has been requested to register by any other Holder thereof by written request given to the Company Sunstone within 15 days after the giving of such written notice by the Company Sunstone (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided thatprovided, unless Holders of a majority of the shares that with respect to any Demand Party, Sunstone shall not be obligated to effect any registration of Registrable Securities held by Holders consent thereto in writingunder this Section 3(a) unless such Demand Party requests that Sunstone register at least 20% of the total number of Registrable Securities then outstanding (or such lesser percent if the anticipated aggregate offering price, the Company net of underwriting discounts and commissions would exceed $10,000,000); and provided, further, that, Sunstone shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine six months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 22 in which Registrable Securities were included in such registration, or (y) if, if with respect thereto, thereto the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct completion of an audit other than the regular audit conducted by the Company Sunstone at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree to pay the expenses of the Company Sunstone in connection with such an audit other than the regular audit) or (z) subject to Section 9(j)(ii), during any period of not more than 90 days that the Company, its executive officers or directors are precluded from selling shares of Common Stock as the result of any lock-up restrictions imposed by any underwriter in a previous primary offering, unless such underwriters agree otherwise. Nothing in this Section 3 shall operate to limit the right of a Holder to request the registration of Common Stock issuable upon conversion or exercise of convertible securities held by such Holder notwithstanding the fact that at the time of request such Holder holds only convertible securities.

Request by the Demand Party. At Subject to the following paragraphs of this Section 3(a), each Holder shall have the right, by delivering a written notice to the Company, to require the Company to register, at any time, upon time following the written request expiration of the Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities Lock-Up Period and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given pursuant to the Company within 15 days after the giving terms of such written notice by the Company (which request shall specify the amount this Agreement, under and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Securities Act, the number of Registrable Securities of such Holder requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice,” any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities so requested to be registeredregistered by such Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $75,000,000 (without regard to any underwriting discount or commission); provided thatprovided, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writingfurther, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a), (i) to the extent such Registrable Securities have already been registered pursuant to another Registration Statement including a Shelf Registration Statement, (xii) within the period (the “Quarterly Blackout Period”) commencing 14 calendar days prior to and ending two calendar days following the Company’s scheduled earnings release for any fiscal quarter or year (or such shorter period as may be specified by the Company’s xxxxxxx xxxxxxx policy as applicable to Company employees generally) or (iii) within a period of nine months 75 calendar days after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement); provided, further, that nothing in this Section 3(a) or elsewhere herein shall be construed as limiting the frequency by which a Holder may effect a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down pursuant to Section 3(f). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable within 10 calendar days and shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (i) the Registration Statement relating to any registration effected under Section 2thereto (x) does not become effective, or (y) ifis not maintained effective for the period required pursuant to this Section 3 or (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, with respect theretoinjunction, or similar order or requirement of the SEC during such period, in which case, such requesting Holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof, (ii) more than 90% of the Registrable Securities requested by the Demand Party to be included in the registration are not so included pursuant to Section 3(b) or (iii) in the case of a Demand Registration for an underwritten offering, the managing underwriterconditions to closing specified in any underwriting agreement, the SEC, the Securities Act purchase agreement or the rules and regulations thereunder, or the form on which similar agreement entered into in connection with the registration statement is relating to be filed, would require the conduct of an audit such request are not satisfied (other than as a result of a material default or breach thereunder by such Demand Party) or otherwise waived by such Demand Party; provided that the regular audit conducted Company’s obligation to pay the registration expenses pursuant to Section 7 hereof in connection therewith shall still apply. Subject in all respects to Section 4, as promptly as practicable within two calendar days after receipt by the Company at of a Demand Notice in accordance with this Section 3(a), the end of its fiscal year, in which case Company shall give written notice (the filing may be delayed until the completion “Demand Follow-up Notice”) of such regular audit (unless the Demand Notice to all other Holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within five calendar days after such Demand Follow-up Notice is given by the Company to such Holders, provided that the Company shall not provide a Demand Follow-up Notice to any other Holder of Registrable Securities or holder of the Company’s equity securities in the case of a sale of Registrable Securities by either Investor to one or several purchasers pursuant to a Shelf Underwritten Offering by means of a bought deal, a block trade or a similar transaction that is an underwritten offering (a “Block Sale”). All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered agree and the intended methods of disposition thereof. The Company shall be required to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 calendar days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.

Request by the Demand Party. At any timeSubject to the following paragraphs of this Section 3(a), upon the written request of the Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities which unless the Company has been so requested an effective Short Form Registration Statement on file pursuant to register Section 3(e) below, each Holder shall have the right, by delivering a written notice to the Demand Party; and Company, to require the Company to register, (ii) all other Registrable Securities in the case of a Holder who is subject to transfer restrictions pursuant to the Cooperation Agreement during the Lock-Up Period, for sales to occur following expiration of the same class or series as are to be registered at the request of a Demand Party Lock-Up Period) and which the Company has been requested to register by any other Holder thereof by written request given pursuant to the Company within 15 days after the giving terms of such written notice by the Company (which request shall specify the amount this Agreement, under and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Securities Act, the number of Registrable Securities of such Holder requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice”, any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities so requested to be registeredregistered by such Holder is reasonably expected to result in aggregate gross cash proceeds in excess of USD 50,000,000 (without regard to any underwriting discount or commission); provided thatprovided, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writingfurther, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a), (i) within the period or such shorter period as may be specified by the Company’s xxxxxxx xxxxxxx policy as applicable to Company employees generally (xthe “Quarterly Blackout Period”) commencing on the fifth (5th) full Business Day before the end of the last month of the quarter and ending after the second (2nd) full Business Day following the release of the Company’s earnings for that quarter or (ii) within a period of nine months sixty (60) calendar days after the effective date of any other registration statement relating to any registration request under this Section 3(a). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable within forty five (45) which was calendar days immediately after the Company’s receipt of such Demand Registration and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (i) No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (i) the Registration Statement relating thereto (x) does not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2become effective, or (y) ifis not maintained effective for the period required pursuant to this Section 3 or (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, with respect theretoinjunction, or similar order or requirement of the SEC during such period, in which case, such requesting Holder shall be entitled to an additional Demand Registration in lieu thereof, (ii) more than seventy five percent (75%) of the Registrable Securities requested by the Demand Party to be included in the registration are not so included pursuant to Section 3(b) or (iii) in the case of a Demand Registration for an underwritten offering, the managing underwriterconditions to closing specified in any underwriting agreement, the SEC, the Securities Act purchase agreement or the rules and regulations thereunder, or the form on which similar agreement entered into in connection with the registration statement is relating to be filed, would require the conduct of an audit such request are not satisfied (other than as a result of a material default or breach thereunder by such Demand Party) or otherwise waived by such Demand Party; provided that the regular audit conducted Company’s obligation to pay the registration expenses pursuant to Section 6 hereof in connection therewith shall still apply. (ii) As promptly as practicable within ten (10) Business Days after receipt by the Company at of a Demand Notice in accordance with this Section 3(a), the end of its fiscal year, in which case Company shall give written notice (the filing may be delayed until the completion “Demand Follow-up Notice”) of such regular audit Demand Notice to all other Holders and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within five (unless 5) calendar days after such Demand Follow-up Notice is given by the Holders Company to such Holders, provided that the Company shall not provide a Demand Follow-up Notice to any other Holder or holder of the Company’s equity securities in the case of a sale of Registrable Securities by the Investor by means of a bought deal, a block trade or a similar transaction that is an underwritten offering (a “Block Sale”). (iii) All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered agree and the intended methods of disposition thereof. (iv) The Company shall use its commercially reasonable efforts to pay maintain the expenses effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred and eighty (180) calendar days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of the Company in connection with such or an audit other than underwriter of the regular audit)Company pursuant to the provisions of this Agreement.