Common use of Request by the Demand Party Clause in Contracts

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a), following an IPO, the Stockholders 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 Stockholder and their Affiliates requested to be so 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 the Company shall not be obligated to file a registration statement relating to any Demand Notice under this Section 2(a) within a period of 180 days after the effective date of any other Registration Statement relating to any Demand Notice under this Section 2(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) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2, or (iii) 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. Within two days after receipt by the Company of a Demand Notice in accordance with this Section 2(a), the Company shall give written notice of such 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 and the 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(a), following an the IPO, the Stockholders a Qualified Holder shall have the right right, by delivering a written notice to the Company, to require the Company to register, at any time commencing 181 days following the IPO and 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 Stockholder and their Affiliates requested to be so registered pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company Agreement (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered 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, further that the Company shall not be obligated to file a registration statement relating to any Demand Notice registration request under this Section 2(a3(a) within a period of 180 days after the effective date of any other Registration Statement registration statement relating to any Demand Notice registration request under this Section 2(a3(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 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 2(a3(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 this Section 3 if (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 23, or (iiiz) 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, 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 are not so included pursuant to Section 3(b). Within two five days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(a), the Company shall give written notice (the “Notice”) of such Demand Notice to all other Holders of Registrable Securities and shall, subject to the provisions of Section 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two five days after such Notice is given by the Company to such Holders. All requests made pursuant to this Section 2 3 will specify the number of Registrable Securities to be registered and the 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(a), following an IPO, the Stockholders each Holder shall have the right right, by delivering a written notice to the Company, to require the Company to register, at any time following the expiration of the Lock-Up Period and 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 Stockholder and their Affiliates Holder requested to be so registered pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company Agreement (any such written notice, a “Demand Notice” and ”, any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered 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, further, that the Company shall not be obligated to file a registration statement relating to any Demand Notice registration request under this Section 2(a3(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 (the “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 180 sixty (60) calendar days after the effective date of any other Registration Statement registration statement relating to any Demand Notice registration request under this Section 2(a3(a); 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 2(a3(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 the first sentence of the preceding paragraph this Section 3 if (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 2, 3 or (iiiz) 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, 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 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. Within As promptly as practicable within two (2) calendar days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(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 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two 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 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 2 3 will specify the number of Registrable Securities to be registered and the 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 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 of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(d), following an IPOat any time, each of the Stockholders CD&R Investors and their Affiliates that are Holders 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 Stockholder and their Affiliates Holder requested to be so 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 the Company shall not be obligated . Subject to file a registration statement relating to any Demand Notice under this Section 2(a) within a period of 180 days after the effective date of any other Registration Statement relating to any Demand Notice under this Section 2(a3(d). Following , following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable practicable, but no later than 30 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 the first sentence of the preceding paragraph if (x) the Registration Statement relating thereto (iA) does not become effective, (iiB) is not maintained effective for the period required pursuant to this Section 23, or (iiiC) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, 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 2(a3(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 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two five calendar days after such Demand Follow-Up Notice is given by the Company to such Holders. All requests made pursuant to this Section 2 will 3 shall specify the number of Registrable Securities to be registered and the 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 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, provided 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(a), following an IPO, the Stockholders each Holder shall have the right right, by delivering a written notice to the Company, to require the Company to register, at any time following the expiration of the Lock-Up Period and 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 Stockholder and their Affiliates Holder requested to be so registered pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company Agreement (any such written notice, a “Demand Notice” and ”, any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered 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, further, that the Company shall not be obligated to file a registration statement relating to any Demand Notice registration request under this Section 2(a3(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 (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 (ii) within a period of 180 90 calendar days after the effective date of any other Registration Statement registration statement relating to any Demand Notice registration request under this Section 2(a3(a); 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 2(a3(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 the first sentence of the preceding paragraph this Section 3 if (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 2, 3 or (iiiz) 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, 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 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. Within As promptly as practicable within two calendar days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(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 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two 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 2 3 will specify the number of Registrable Securities to be registered and the 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 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; 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(d), following an IPOat any time, each of the Stockholders CD&R Investor and its Affiliates that are Holders 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 Stockholder and their Affiliates Holder requested to be so 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 the Company shall not be obligated . Subject to file a registration statement relating to any Demand Notice under this Section 2(a) within a period of 180 days after the effective date of any other Registration Statement relating to any Demand Notice under this Section 2(a3(d). Following , following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable practicable, but no later than 30 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 the first sentence of the preceding paragraph if (x) the Registration Statement relating thereto (iA) does not become effective, (iiB) is not maintained effective for the period required pursuant to this Section 23, or (iiiC) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, 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 2(a3(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 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two days three Business Days after such Demand Follow-Up Notice is given by the Company to such Holders. All requests made pursuant to this Section 2 will 3 shall specify the number of Registrable Securities to be registered and the 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, provided 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(a) and to Section 3(h), (i) (A) on or before the third anniversary of the 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 conduct an IPO pursuant to and as provided in Section 3.6 of the Stockholders Agreement and (ii) following an IPO, the Stockholders a Principal Investor or Principal Investors 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 Stockholder Principal Investor or Principal Investors and their Affiliates requested to be so 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 that, unless consented to in writing by the Requisite Investors, the Company shall not be obligated to file a registration statement relating to any Demand Notice under this Section 2(a3(a) within a period of 180 days after the effective date of any other Registration Statement relating to any Demand Notice under this Section 2(a3(a). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(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) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 23, or (iii) 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. Within two days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(a), the Company shall give written notice (the “Notice”) of such Demand Notice to all other Holders of Registrable Securities and shall, subject to the provisions of Section 2(b3(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 3 will specify the number of Registrable Securities to be registered and/or, in the case of an IPO, the number of shares of Common Stock (if any) to be issued, and the 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(d), following an IPOat any time after termination of the Company Lock-Up Period, the Stockholders PEP 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 Securities Act, the number of Registrable Securities of such Stockholder and their Affiliates requested to be so registered by the PEP Investor and its Affiliates that are Holders of Registrable Securities 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 the Company shall not be obligated . Subject to file a registration statement relating to any Demand Notice under this Section 2(a) within a period of 180 days after the effective date of any other Registration Statement relating to any Demand Notice under this Section 2(a3(d). Following , following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable practicable, but no later than thirty (30) 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 the first sentence of the preceding paragraph if (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 23, or (iiiz) 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 two days three (3) Business Days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(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 2(b3(b) and Section 3(h) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two days five (5) Business Days after such Demand Follow-Up Notice is given by the Company to such Holders. All requests made pursuant to this Section 2 3 will specify the number of Registrable Securities to be registered and the 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 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(a), following unless the Company has an IPOeffective Shelf Registration Statement on file pursuant to Section 3(e) below, the Stockholders each Holder shall have the right right, by delivering a written notice to the Company, to require the Company to registerregister (in the 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 Lock-Up Period) and 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 Stockholder and their Affiliates Holder requested to be so registered pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company Agreement (any such written notice, a “Demand Notice” and ”, any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered 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, further, that the Company shall not be obligated to file a registration statement relating to any Demand Notice registration request under this Section 2(a3(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 (the “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 180 sixty (60) calendar days after the effective date of any other Registration Statement registration statement relating to any Demand Notice registration request under this Section 2(a3(a); 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 2(a3(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 the first sentence of the preceding paragraph this Section 3 if (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 2, 3 or (iiiz) 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, 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 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. Within As promptly as practicable within two (2) business days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(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 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two 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 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 2 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall be required use its reasonable best efforts to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 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; 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. (a) Subject to the following paragraphs of this Section 2(a)2.1, following an IPO, the Stockholders each Holder shall have the right right, by delivering a written notice to the Company, to require the Company to register, at any time 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 Stockholder and their Affiliates Holder requested to be so registered pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company Agreement (any such written notice, a “Demand Notice” and ”, any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered 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, further, that the Company shall not be obligated to file a registration statement relating to any Demand Notice registration request under this Section 2(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, (ii) 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 180 sixty (60) calendar days after the effective date of any other Registration Statement registration statement relating to any Demand Notice registration request under this Section 2(a)2.1; 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(a)2.1, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable within thirty (30) 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 the first sentence of the preceding paragraph if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2, or (iii) 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. Within two days after receipt by the Company of a Demand Notice in accordance with this Section 2(a), the Company shall give written notice of such 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 and the 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(a), no earlier than 180 days following an the IPO, a Priority Investor or the Stockholders 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 Securities Act, the number of Registrable Securities of such Stockholder and their Affiliates 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 (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided that only the Company Principal Investors shall not be obligated entitled to file request that Registrable Securities registered pursuant to a registration statement relating to any Demand Notice under this Section 2(a) within a period of 180 days after the effective date of any other Registration Statement relating be sold pursuant to any Demand Notice under this Section 2(a)an underwritten offering. Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(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. 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 Within five (i5) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2, or (iii) 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. Within two business days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(a), the Company shall give written notice of such Demand Notice to all other Holders of Registrable Securities in accordance with Section 2 of this Agreement 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 HoldersWoodside LLC Agreement. All requests made pursuant to this Section 2 3 will specify the number (or class, if applicable) of Registrable Securities to be registered and the 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(d), following an IPO, each of the Stockholders Standard General 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 Stockholder Holder and their its Affiliates requested to be so 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 the Company shall not be obligated . Subject to file a registration statement relating to any Demand Notice under this Section 2(a) within a period of 180 days after the effective date of any other Registration Statement relating to any Demand Notice under this Section 2(a3(d). Following , following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable 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 (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 23, or (iiiz) 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 two 5 days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(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 2(b3(b) and Section 3(h) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two 5 days after such Demand Follow-Up Notice is given by the Company 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 be deemed to be a waiver of such Holder’s rights under this Section 3(a) with respect to such Demand Registration. Any Holder receiving a 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 made relating to 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 2 3 will specify the number of Registrable Securities to be registered and the 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(a), following an IPO, the Stockholders CM Bermuda shall have the right on behalf of the Holders, by delivering a written notice to the Company, to require the Company to register, at any time following the expiration of the applicable Lock-Up Period and 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 Stockholder and their Affiliates requested to be so registered pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company Agreement (any such written notice, a “Demand Notice” and ”, any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered 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, further, that the Company shall not be obligated to file a registration statement Registration Statement relating to any Demand Notice registration request under this Section 2(a3(a), (i) within the period (the “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 180 60 days after the effective date of any other Registration Statement relating to any Demand Notice registration request under this Section 2(a3(a). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(a), the Company shall use its commercially reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its commercially 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 Within five (i5) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2, or (iii) 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. Within two days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(a), the Company shall give written notice (the “Demand Follow-up Notice”) of such Demand Notice to all other Holders of Registrable Securities Holders, if any, and shall, subject to the provisions of Section 2(b3(b) hereof, include in such registration all Registrable Securities with 0000000000v14 respect to which the Company received written requests for inclusion therein within two days five (5) Business Days after such Demand Follow-up Notice is given by the Company to such Holders. All requests made pursuant to this Section 2 will 3 shall specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall be required to maintain the 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; 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(d), (i) following the fourth anniversary of the Closing, each Principal Stockholder shall have the right to request that the Company conduct a Qualified IPO pursuant to and as provided in Section 3.7 of the Stockholders Agreement and (ii) following an IPO, the Stockholders 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 their its Affiliates requested to be so 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 the Company shall not be obligated . Subject to file a registration statement relating to any Demand Notice under this Section 2(a) within a period of 180 days after the effective date of any other Registration Statement relating to any Demand Notice under this Section 2(a3(d). Following , following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable practicable, but no later than 45 days in the case of a Demand Notice for an IPO and shall use its reasonable best efforts 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 the first sentence of the preceding paragraph if (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 23, or (iiiz) 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 two 10 days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(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 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two 15 days after such Demand Follow-Up Notice is given by the Company to such Holders. All requests made pursuant to this Section 2 3 will specify the number of Registrable Securities to be registered and/or, in the case of a Qualified IPO, the number of shares of Common Stock (if any) to be issued, and the 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(d), following an IPO, the Stockholders 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 Securities Act, the number of Registrable Securities of such Stockholder the CD&R Investor and their its Affiliates that are Holders of Registrable Securities requested to be so 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 the Company shall not be obligated . Subject to file a registration statement relating to any Demand Notice under this Section 2(a) within a period of 180 days after the effective date of any other Registration Statement relating to any Demand Notice under this Section 2(a3(d). Following , following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable practicable, but no later than 30 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 the first sentence of the preceding paragraph if (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 23, or (iiiz) 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 days Business Days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(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 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two days three Business Days after such Demand Follow-Up Notice is given by the Company to such Holders. All requests made pursuant to this Section 2 3 will specify the number of Registrable Securities to be registered and the 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 CD&R Investor and its Affiliates that are Holders of Registrable Securities refrains refrain from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(a), at any time following an IPO, the Stockholders shall have expiration of the right to require the Company to register, 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 to register, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of held by such Stockholder and their Affiliates Holder or Holders requested to be so registered pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company Agreement (any such written notice, a “Demand Notice” and ”, any such registration, a “Demand Registration” and any such Holder or Holders, the “Demand Party”); provided provided, however, that the Company shall not be required to effect more than two (2) registrations in any 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 Demand Notice registration request under this Section 2(a3(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 (each, a “Blackout Period”) or (ii) within a period of 180 sixty (60) calendar days after the effective date of any other Registration Statement registration statement relating to any Demand Notice Registration under this Section 2(a3(a); 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 2(a3(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 the first sentence of the preceding paragraph this Section 3 if (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 2entire Demand Registration Effectiveness Period, or (iiiz) 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, 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. Within 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 2(a3(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 2(b3(b) hereof, include in such registration 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 two 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 2 3 will specify the number of Registrable Securities requested to be registered and the 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 one hundred and eighty (180) calendar days after the effective date thereof thereof, or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; sold (the “Demand Registration Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the any participating Holder of Registrable Securities or Holders refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement.. 41453855_8

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(d), following an IPOthe expiration of the Lock-Up Period, the Stockholders each 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 Securities Act, the number of Registrable Securities of such Stockholder Holder and their its Affiliates requested to be so 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”; and any such requesting Investor and its Affiliates, a “Demanding Holder”); provided that the Company shall not be obligated to file a registration statement relating to any . A Demand Notice under this 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 2(a) within a period of 180 days after the effective date of any other Registration Statement relating to any Demand Notice under this Section 2(a3(d). Following , following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable practicable, but no later than ten (10) days following receipt of such Demand Notice, 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 (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 23(a), or (iiiii) 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, (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 days (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 2(a3(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 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two seven (7) days after such Demand Follow-Up Notice is given by the Company to such Holders. All requests made pursuant to this Section 2 3(a) will specify the number of Registrable Securities to be registered and the 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 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(a), following an IPO, the Stockholders each Holder shall have the right right, by delivering a written notice to the Company, to require the Company to register, at any time following the expiration of the Lock-Up Period and 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 Stockholder and their Affiliates Holder requested to be so registered pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company Agreement (any such written notice, a “Demand Notice” and ”, any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered 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, further, that the Company shall not be obligated to file a registration statement relating to any Demand Notice registration request under this Section 2(a3(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 (each, a “Blackout Period”) or (ii) within a period of 180 sixty (60) calendar days after the effective date of any other Registration Statement registration statement relating to any Demand Notice registration request under this Section 2(a3(a); 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 2(a3(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 the first sentence of the preceding paragraph this Section 3 if (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 2, 3 or (iiiz) 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, 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 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. Within As promptly as practicable within two (2) calendar days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(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 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two 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 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 2 3 will specify the number of Registrable Securities to be registered and the 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 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 of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(a), following an IPO, the Stockholders Requisite Investor Groups shall have the right right, by delivering a written notice to the Company, to require the Company to register, at any time following the expiration of the Lock-Up Period and 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 Stockholder and their Affiliates Investor Groups requested to be so registered pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company Agreement (any such written notice, a “Demand Notice” and ”, any such registration, a “Demand Registration” and any such Investor Group, a “Demand Party”); provided provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered 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, further, that the Company shall not be obligated to file a registration statement relating to any Demand Notice registration request under this Section 2(a3(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 (each, a “Blackout Period”) or (ii) within a period of 180 sixty (60) calendar days after the effective date of any other Registration Statement registration statement relating to any Demand Notice registration request under this Section 2(a3(a); 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 2(a3(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 the first sentence of the preceding paragraph this Section 3 if (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 2, 3 or (iiiz) 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, 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 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. Within As promptly as practicable within two (2) calendar days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(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 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two 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 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 2 3 will specify the number of Registrable Securities to be registered and the 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 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 of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject Upon the consummation of the Valid Offering, subject to the following paragraphs of this Section 2(a3(d), following an IPO, each of the Stockholders Investors and its Affiliates that is a Holder of Registrable Securities shall have the right to require the Company Issuer to register, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of such Stockholder Holder and their its Affiliates requested to be so registered pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company Issuer (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided that the Company shall not be obligated . Subject to file a registration statement relating to any Demand Notice under this Section 2(a) within a period of 180 days after the effective date of any other Registration Statement relating to any Demand Notice under this Section 2(a3(d). Following , following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(a), the Company Issuer shall use its reasonable best efforts to file a Registration Statement as promptly as practicable practicable, but no later than within 45 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, 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 the first sentence of the preceding paragraph if (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 23, or (iiiz) 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 two days 5 Business Days after receipt by the Company Issuer of a Demand Notice in accordance with this Section 2(a3(a), the Company Issuer 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 2(b3(b) and Section 3(h) hereof, include in such registration all Registrable Securities with respect to which the Company Issuer received written requests for inclusion therein within two 5 days after such Demand Follow-Up Notice is given by the Company Issuer to such Holders. All requests made pursuant to this Section 2 3 will specify the number of Registrable Securities to be registered and the intended method or methods of disposition thereof; provided that the requesting Holders may change the number of Registrable Securities proposed to be registered up to 5 Business Days prior to the 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 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 Company 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 Company Issuer or an underwriter of the Company Issuer pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(d), following an IPOat any time after termination of the Lock-up Period, the Stockholders Continuing LLC Investor shall have the right to require the Company 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 such Stockholder Continuing LLC Investor and their Affiliates the Other Investors requested by Continuing LLC Investor to be so registered pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company Issuer (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided that the Company shall not be obligated . Subject to file a registration statement relating to any Demand Notice under this Section 2(a) within a period of 180 days after the effective date of any other Registration Statement relating to any Demand Notice under this Section 2(a3(d). Following , following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(a), the Company Issuer shall use its reasonable best efforts to file a Registration Statement as promptly as practicable practicable, but no later than 15 Business 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 the first sentence of the preceding paragraph if (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 23, or (iiiz) 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. Within two days after receipt by , and (ii) 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 request are not satisfied (other than as a result of a Demand Notice in accordance with this Section 2(a), the Company shall give written notice of such Demand Notice to all other Holders of Registrable Securities and shall, subject to the provisions of Section 2(bmaterial default or breach thereunder by Continuing LLC Investor or its Affiliates) 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 or otherwise waived by the Company to such HoldersContinuing LLC Investor. All requests made pursuant to this Section 2 3 will specify the number of Registrable Securities to be registered and the intended method or methods of disposition thereof. The Company 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 Company or an underwriter of the Company Issuer pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(a), at any time following an IPO, the Stockholders shall have expiration of the right to require the Company to register, 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 to register, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of held by such Stockholder and their Affiliates Holder or Holders requested to be so registered pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company Agreement (any such written notice, a “Demand Notice” and ”, any such registration, a “Demand Registration” and any such Holder or Holders, the “Demand Party”); provided provided, however, that the Company shall not be required to effect more than two (2) registrations in any 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 Demand Notice registration request under this Section 2(a3(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 (each, a “Blackout Period”) or (ii) within a period of 180 sixty (60) calendar days after the effective date of any other Registration Statement registration statement relating to any Demand Notice Registration under this Section 2(a3(a); 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 2(a3(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 the first sentence of the preceding paragraph this Section 3 if (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 2entire Demand Registration Effectiveness Period, or (iiiz) 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, 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. Within 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 2(a3(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 2(b3(b) hereof, include in such registration 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 two 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 2 3 will specify the number of Registrable Securities requested to be registered and the 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 one hundred and eighty (180) calendar days after the effective date thereof thereof, or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; sold (the “Demand Registration Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the any participating Holder of Registrable Securities or Holders refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(a) and to Section 3(h), (i) (A) on or before the third anniversary of the 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 conduct an IPO pursuant to and as provided in Section 3.6 of the Stockholders Agreement and (ii) following an IPO, a Principal Investor or Principal Investors holding (together with their Affiliates) at least 5% of the Stockholders issued and outstanding shares of Common Stock 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 Stockholder Principal Investor or Principal Investors and their Affiliates requested to be so 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 that, unless consented to in writing by the Requisite Investors, the Company shall not be obligated to file a registration statement relating to any Demand Notice under this Section 2(a3(a) within a period of 180 days after the effective date of any other Registration Statement relating to any Demand Notice under this Section 2(a3(a). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(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) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 23, or (iii) 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. Within two 10 days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(a), the Company shall give written notice (the “Notice”) of such Demand Notice to all other Holders of Registrable Securities and shall, subject to the provisions of Section 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two 15 days after such Notice is given by the Company to such Holders. All requests made pursuant to this Section 2 3 will specify the number of Registrable Securities to be registered and/or, in the case of an IPO, the number of shares of Common Stock (if any) to be issued, and the 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(a), following an IPO, the Stockholders each Holder shall have the right right, by delivering a written notice to the Company, to require the Company to register, at any time following the expiration of the Lock-Up Period and 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 Stockholder and their Affiliates Holder requested to be so registered pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company Agreement (any such written notice, a “Demand Notice,” and any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered 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, further, that the Company shall not be obligated to file a registration statement relating to any Demand Notice registration request under this Section 2(a3(a), (i) to the extent such Registrable Securities have already been registered pursuant to another Registration Statement including a Shelf Registration Statement, (ii) 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 180 75 calendar days after the effective date of any other Registration Statement registration statement relating to any Demand Notice registration request under this Section 2(a3(a); 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 2(a3(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 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 the first sentence of the preceding paragraph this Section 3 if (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 2, 3 or (iiiz) 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, 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 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 7 hereof in connection therewith shall still apply. Within Subject in all respects to Section 4, as promptly as practicable within two calendar days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(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 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two 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 2 3 will specify the number of Registrable Securities to be registered and the 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 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(d), following an IPO, each of the Stockholders Standard General 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 Stockholder Holder and their its Affiliates requested to be so 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 the Company shall not be obligated . Subject to file a registration statement relating to any Demand Notice under this Section 2(a) within a period of 180 days after the effective date of any other Registration Statement relating to any Demand Notice under this Section 2(a3(d). Following , following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(a), the Company shall use its reasonable best efforts to TABLE OF CONTENTS​ file a Registration Statement as promptly as practicable 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 (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 23, or (iiiz) 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 two 5 days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(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 2(b3(b) and Section 3(h) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two 5 days after such Demand Follow-Up Notice is given by the Company 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 be deemed to be a waiver of such Holder’s rights under this Section 3(a) with respect to such Demand Registration. Any Holder receiving a 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 made relating to 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 2 3 will specify the number of Registrable Securities to be registered and the 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(f), at any time following an the date that is 90 days after the consummation of the IPO, the Stockholders each Demand Holder 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 Stockholder and their Affiliates Demand Holder requested to be so 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 the Company shall not be obligated to file a registration statement relating to any Demand Notice under this Section 2(a) within a period of 180 days after the effective date of any other Registration Statement relating to any Demand Notice under this Section 2(a). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(a), the Company shall use its reasonable best efforts to file or confidentially submit a Registration Statement as promptly as practicable reasonably practicable, but no later than within 30 calendar days, and shall to use its commercially reasonable best 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 the first sentence of the preceding paragraph if (x) the Registration Statement relating thereto (iA) does not become effective, (iiB) is not maintained effective for the period required pursuant to this Section 2, 3 or (iiiC) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, 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 Subject to the provisions of Sections 3(b), 3(e)(i) and 3(h), within two days Business Days after receipt by the Company of a any Demand Notice in accordance with this Section 2(a3(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 2(b) hereof, shall include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two five calendar days after such Demand Follow-Up Notice is given by the Company to such Holders. All requests made pursuant to this Section 2 will 3 shall specify the number of Registrable Securities to be registered and the 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 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, provided 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(d), following an IPO, each of the Stockholders Standard General 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 Stockholder Holder and their its Affiliates requested to be so 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 the Company shall not be obligated . Subject to file a registration statement relating to any Demand Notice under this Section 2(a) within a period of 180 days after the effective date of any other Registration Statement relating to any Demand Notice under this Section 2(a3(d). Following , following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable 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 (i) the Registration Statement relating thereto (ix) does not become effective, (iiy) is not maintained effective for the period required pursuant to this Section 23, or (iiiz) 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 two 5 days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(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 2(b3(b) and Section 3(h) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two 5 days after such Demand Follow-Up Notice is given by the Company to such Holders. All requests made pursuant The failure of any Holder receiving a Demand Follow-Up Notice to this Section 2 will specify respond within such 5-day period referred to in the number of Registrable Securities preceding sentence shall be deemed to be registered and the intended methods a waiver 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 or an underwriter of the Company pursuant to the provisions of this Agreement.Holder’s rights under this

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(a), following an IPO, the Stockholders CM Bermuda shall have the right on behalf of the Holders, by delivering a written notice to the Company, to require the Company to register, at any time following the expiration of the applicable Lock-Up Period and 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 Stockholder and their Affiliates requested to be so registered pursuant to the terms of this Agreement, in each case by delivering a written notice to the Company Agreement (any such written notice, a “Demand Notice” and ”, any such registration, a “Demand Registration” and any such Holder, a “Demand Party”); provided provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered 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, further, that the Company shall not be obligated to file a registration statement Registration Statement relating to any Demand Notice registration request under this Section 2(a3(a), (i) within the period (the “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 180 60 days after the effective date of any other Registration Statement relating to any Demand Notice registration request under this Section 2(a3(a). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(a), the Company shall use its commercially reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its commercially 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 Within five (i5) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2, or (iii) 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. Within two days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(a), the Company shall give written notice (the “Demand Follow-up Notice”) of such Demand Notice to all other Holders of Registrable Securities Holders, if any, and shall, subject to the provisions of Section 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two days five (5) Business Days after such Demand Follow-up Notice is given by the Company to such Holders. All requests made pursuant to this Section 2 will 3 shall specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall be required to maintain the 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; 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 or an underwriter of the Company pursuant to the provisions of this Agreement.

Request by the Demand Party. Subject to the following paragraphs of this Section 2(a3(d), (i) at any time and from time to time following the expiration of the 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 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, the Stockholders 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 their its Affiliates requested to be so registered pursuant to the terms of this AgreementAgreement (any such registration, a “Demand Registration”), 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 the Company shall not be obligated to file a registration statement relating to any Demand Notice under this Section 2(a) within a period of 180 days after the effective date of any other Registration Statement relating to any Demand Notice under this Section 2(a). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable practicable, but no later than forty-five (45) days in the case of a Demand Notice for an IPO and shall use its reasonable best efforts 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. 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 Within ten (i10) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2, or (iii) 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. Within two days after receipt by the Company of a Demand Notice in accordance with this Section 2(a3(a), the Company shall give written notice (the “Notice”) of such Demand Notice to all other Holders of Registrable Securities and shall, subject to the provisions of Section 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within two fifteen (15) days after such Notice is given by the Company to such Holders. All requests made pursuant to this Section 2 3(a) will specify the number of Registrable Securities to be registered and/or, in the case of a Qualified IPO, the number of shares of Common Stock (if any) to be issued, and the intended methods 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 equal to the period the that any Holder of Registrable Securities refrains from selling any securities Registrable Securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement.