Common use of Request for Demand Registration Clause in Contracts

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone (the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATION", the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that the Company shall not be obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone (Subject to Section 3(f) below, at any time after 6 months from the "Initiating Blackstone Holders")date of the consummation of an Initial Public Offering, Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Designated Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant the Individual Investors who, for purposes of this Section 3, shall be deemed to a be part of any Demand Registration Statement on Form S-4 in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or S-8 blue sky laws of any jurisdiction designated by such holder or any successor theretoholders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION", the number of Registrable Securities stated in such request); PROVIDED, HOWEVER, that the Company Management Stockholders shall not only be obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response entitled to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted right as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so countedgroup. Notwithstanding anything to the contrary contained hereinforegoing, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for shall the Company be required to effect more than ninety (90) days, and (y) in case a registration statement has been filed relating to a three Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month periodRegistrations. Each request for a Demand Registration by the an Initiating Holders Holder in respect thereof shall state specify the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder exercising the Demand Registration rights.

Request for Demand Registration. Blackstone or Blackstone Holders designated To the extent permitted by Blackstone (the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS")applicable law and regulations, and Heartland subject to Section 6 hereof on up to a maximum of two occasions, at any time on or an Investor Stockholder designated by after the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each first anniversary of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), Holder”) may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) S-8), in accordance with the terms of this Agreement (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (xi) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless if the withdrawing Demand Initiating Holder pays Holders, together with the expenses associated with Designated Holders (other than the Demand Initiating Holders) that have requested to register securities in such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration. The Company Registration shall be deemed not be obliged to include more have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than 10 million Shares a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (as equitably adjusted ii) the registration statement does not remain effective for stock splitsthe period specified in Section 3(c), stock combinations and similar eventsor (iii) in any Registration Statement pursuant the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand RegistrationInitiating Holder. In addition, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any material proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or merger reorganization, material operational development or other material significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a "VALID BUSINESS REASON"“Valid Business Reason”), (x) the Company may (x) postpone filing a registration statement Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer existsexists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than ninety (90) days45 days after the date when the Demand Registration was requested), and (y) in case a registration statement Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or Company may postpone amending or supplementing such registration statementRegistration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, amending or withdraw supplementing a registration statement Registration Statement, and of the fact that the Valid Business Reason for such postponement or withdrawal no longer existsexists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or withdraw a filing supplement under this Section 3.1 3(a) due to a Valid Business Reason for more than once 90 days in any twelve (12) -month period. Each request for a Demand Registration by the Demand Initiating Holders Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.

Request for Demand Registration. Blackstone or Blackstone Holders designated To the extent permitted by Blackstone (the "Initiating Blackstone Holders")applicable law and regulations, Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holdersat any time, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) S-8), in accordance with the terms of this Agreement (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (xi) more than four (4) five such Demand Registrations at the request of Initiating Investor HoldersRegistrations, and (yii) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration if the Initiating Holders propose to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $20,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the withdrawing Initiating Holder pays then-outstanding Registrable Securities or (iii) any such Demand Registration within the expenses associated with Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by of the Company within six (6) months after the effectiveness of any registration statement pursuant to other than a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registrationon Form S-4 or S-8). In addition, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any material proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or merger or other material significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a "VALID BUSINESS REASON"“Valid Business Reason”), (x) the Company may (x) postpone filing a registration statement Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) dayssixty days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a registration statement Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or Company may postpone amending or supplementing such registration statementRegistration Statement (in which case, if the Valid Business Reason no longer exists or if more than sixty days have passed since such postponement, the Initiating Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to all Designated Stockholders of its determination to postpone filing, amending or withdraw supplementing a registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or withdraw a filing supplement under this Section 3.1 3(a) due to a Valid Business Reason (i) for more than once 90 days in any twelve twelve-month period or (12ii) month for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by the Initiating Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone or Blackstone Subject to Section 3(f) below, at any time the Designated Holders designated holding at least 25% of the Registrable Securities held by Blackstone (all of the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities Designated Holders (the "INITIATING INVESTOR HOLDERS," each ") may request in writing the registration of Registrable Securities under the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to registerAct, and the Company shall register, under the Securities Act securities or blue sky laws of any jurisdiction designated by such holder or holders (other than pursuant each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to a Registration Statement on Form S-4 or S-8 or any successor thereto) herein as a "DEMAND REGISTRATION"). Notwithstanding the foregoing, the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that no event shall the Company shall not be obligated required to effect (x) more than four (4) such three Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx XxxdersRegistrations. For purposes of the preceding sentence, two Two or more Registration Statements registrations filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders in respect thereof shall state specify the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by Stockholders other than the Holders; provided, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders exercising the Demand Registration rights.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone (the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS")At any time, and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holdersfrom time to time, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor form thereto) ), in accordance with the terms of this Agreement (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (xi) more than four (4) three such Demand Registrations at Registrations, (ii) a Demand Registration if the request of Initiating Investor Holders, and (y) Holders propose to sell Registrable Securities in the aggregate not more than four (4) such Demand Registrations Registration at an anticipated aggregate offering price (calculated based upon the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes Market Price of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $20,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities, (iii) any such Demand Registration commencing prior to the time permitted under any applicable Lock-up Agreement of the Designated Stockholders, as such Lock-up Agreement may be amended or waived, or (iv) any such Demand Registration within ninety (90) days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto); provided, further, however, that any such Registration Statement filed at notwithstanding the request foregoing, each of FTV and the Management Stockholders may not exercise its right to act an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include clause (b) of the definition thereof (i) more than 10 million Shares once or (ii) if such holder does not own at least 7.5% of the Company’s outstanding Common Stock as equitably adjusted for stock splitsof the date such holder seeks to exercise such right. In addition, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If if the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"“Valid Business Reason”), (x) the Company may (x) postpone filing a registration statement Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) daysdays after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a registration statement Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statementRegistration Statement (in which case, if the Valid Business Reason no longer exists or if more than forty-five (45) days have passed since such postponement, the Initiating Holders may request the prompt amendment or supplement of such Registration Statement or request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of clause (i) above)). The Company shall give written notice to all Designated Stockholders of its determination to postpone or withdraw a registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 3(a) due to a Valid Business Reason more than once in any twelve six (126) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone (the "Initiating Blackstone Holders"Subject to Section 6(a), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS")at any time from and after the Initial Demand Registration Date, and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone HoldersCenterbridge Parties, the Initiating Wassxxxxxxx Xxxders Xxxxxxx Parties and the Initiating Investor Holders Blackstone Parties shall be known as have the "INITIATING HOLDERS," as appropriate), may each right to make a written request to the Company (each requesting Holder, a “Demand Initiating Holder”) to register, and the Company shall registerregister in accordance with the terms of this Agreement, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATION", sale of the number of Registrable Securities stated in such requestrequest under the Securities Act on Form S-1 or any similar long-form registration (a “Demand Registration”); PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect effect: (xi) more than four (4) such two Demand Registrations at in the request case of Initiating Investor each of the Centerbridge Holders, the Xxxxxxx Holders and the Blackstone Holders, (yii) in a Demand Registration if the aggregate offering price of the Registrable Securities to be sold in such offering (including piggyback shares and before deduction of any underwriting discounts or commissions) is not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall reasonably expected to be at least $200 million, or (iii) during the request pendency of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxdersan MNPI Reason Suspension Period or a Valid Business Reason Suspension Period. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand request for a Demand Registration shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Demand Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. In addition, the Company shall not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration or other previous registration in which the Holders of Registrable Securities were given piggyback rights pursuant to Section 3(d). In addition, the Company shall not be obligated to effect any Demand Registration (or any registration effected pursuant to Section 3(b) or Section 5(a)) during the period starting with the date that is 60 days prior to the Company’s board of directors’ good faith estimate of the date of filing of, and ending on the date that is 90 days after the effective date of, a Company-initiated registration statement, provided that the Company is actively employing in good faith reasonable best efforts to cause such registration to become effective and the Company has complied with the requirements of Section 4.

Request for Demand Registration. Blackstone At any time after the earliest of (i) the expiration or Blackstone Holders designated consummation of the exercise of the right of the General Atlantic Stockholders and the Coinvestor Stockholders (or their respective permitted transferees) to subscribe for those shares of Series E Preferred Stock offered in the Rights Offering but not acquired by Blackstone holders of shares of the Company's Common Stock, (ii) the termination of the Rights Offering and (iii) April 30, 2004, if the Conversion and Exchange and the Conversion have not occurred on or prior to such date, each of (A) the General Atlantic Stockholders, (B) the Coinvestor Stockholders and (C) Apex Capital (the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to register, and the Company shall register, under the Securities Act and on an appropriate registration statement form as reasonably determined by the Company and approved by the Initiating Holders (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (x) more than four (4) one such Demand Registrations at Registration for the request of Initiating Investor HoldersGeneral Atlantic Stockholders (subject to Section 3(e)(ii) below), and (y) in the aggregate not more than four (4) one such Demand Registrations at Registration for the Coinvestor Stockholders (subject to Section 3(e)(ii) below) and more than one such Demand Registration for the Apex Stockholders (subject to Section 3(e)(ii) below). If following receipt of a written request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as for a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASONValid Business Reason"), the Company may (x) postpone filing a registration statement Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and appointed by the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicableGeneral Atlantic Stockholders, may cause such registration statement Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statementRegistration Statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone At any time after the IPO ------------------------------- Effectiveness Date and prior to the time the Company is eligible to file a Registration Statement on Form S-3 or Blackstone Holders designated by Blackstone any successor thereto, each of (i) one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee, and (ii) one or more of the Major Stockholders (the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), ) may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (x) more than four (4) such one Demand Registrations at Registration for the request of Initiating Investor Holders, General Atlantic Stockholders and (y) in one Demand Registration for the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx XxxdersMajor Stockholders pursuant to this Section 3. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed Statement. If at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness time of any registration statement request to register Registrable Securities pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"Section 3(a), the Company may is engaged in, or has fixed plans to engage in within sixty (x60) postpone filing days of the time of such request, a registration statement relating to a Demand Registration until such Valid Business Reason no longer existsregistered public offering or is engaged in any other activity which, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority good faith determination of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and Directors of the fact that Company, would be adversely affected by the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything requested registration to the contrary contained hereinmaterial detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not postpone in excess of three (3) months from the effective date of such offering or withdraw the date of completion of such other material activity, as the case may be, such right to delay a filing under this Section 3.1 request to be exercised by the Company not more than once in any twelve one-year period. In addition, the Company shall not be required to effect any registration within sixty (1260) month perioddays after the effective date of any other Registration Statement of the Company. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone (At any time after the "Initiating Blackstone Holders")date that is 270 days after the Closing Date, Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each holders of 25% of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), outstanding Registrable Securities may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATION", the number for registration of Registrable Securities stated under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (a "Demand Registration"); provided, that the Company will not be required to effect more than six Demand Registrations in such requestthe aggregate at the request of the holders of Registrable Securities pursuant to this Section 9.2(a) and provided, further, that the Company will not be required to effect more than four Demand Registrations pursuant to this Section 9.2(a) using a registration form other than a Form S-3 Registration Statement; PROVIDEDand provided, HOWEVERfurther, that the Company shall not be obligated required to effect (x) more than four (4) such complete any Demand Registrations at Registration after the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a fourth Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything anticipated aggregate proceeds to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it selling shareholders would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month periodexceed $2,500,000. Each such request for a Demand Registration by the Initiating Holders shall state specify the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all holders holding Registrable Securities and include in such registration all Registrable Securities held by a holder thereof with respect to which the Company has received written requests for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Except with respect to Persons who as of the date of this Agreement have the contractual right to piggy-back on a Demand Registration pursuant to registration rights agreements identified on Schedule 4.8, unless holders of a majority of the Registrable Securities to be included in the Demand Registration consent in writing, no other Person (other than the Company and any other holder of Registrable Securities), shall be permitted to offer securities under any such Demand Registration. Subsequent to the date hereof, the Company shall not grant to any Person who does not presently have such right, the right to piggy-back on a Demand Registration.

Request for Demand Registration. Blackstone or Blackstone At any time following the Closing Date (A) Polaris on behalf of the Polaris Holders designated by Blackstone (in such capacity, the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"“Polaris Requesting Holder”), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each B) Meteor on behalf of the Initiating Blackstone HoldersMeteor Holders (in such capacity the “Meteor Requesting Holder”, and together with the Polaris Requesting Holder, the Initiating Wassxxxxxxx Xxxders and “Requesting Holders”) shall have the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each right to make a written request from time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Holders (such Holders being deemed for purposes of this Article II to registerhold Registerable Securities issuable (or with the passage of time will be so issuable) upon exercise, conversion or exchange of any security that is exercisable for, convertible into or exchangeable for, as of any applicable date of determination, Registrable Securities without payment to the Company of any additional cash consideration, and including all Common Shares issuable (or that with the Company shall registerpassage of time will be issuable) in exchange for the Exchangeable Units); provided, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATION", the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that the Company shall not be obligated required to effect (x) more than four (4) such two Demand Registrations at Registration Requests initially delivered by the request of Initiating Investor Holders, and (y) in Polaris Requesting Holder or two Demand Registration Requests initially delivered by the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx XxxdersMeteor Requesting Holder pursuant to this Section 2.1. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any Any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares Registration Request or the Automatic Demand Registration (as equitably adjusted for stock splitsdefined below) shall hereinafter be referred to as a “Demand Registration.” Each Demand Registration Request shall specify (A) the aggregate amount of Registrable Securities held by applicable Holders to be registered, stock combinations (B) the intended method or methods of disposition thereof, including whether it is intended to be an Underwritten Public Offering and similar events(C) the jurisdiction(s) in any which the Registration Statement pursuant is to take place. Upon receipt of a Demand Registration Request and, subject to Section 2.1(a)(ii), in connection with the Automatic Demand Registration, inclusive of the Company shall as promptly as practicable: (y) file a Registration Statement or Canadian Prospectus (a “Demand Registration Statement”) relating to such Demand Registration, and use its reasonable best efforts to cause such Demand Registration Statement to be promptly filed, declared effective under, and obtain issuance receipts with respect to, as may be reasonably requested by any Shares Holder whose securities are to be included pursuant to any incidental or piggy-back rights under this Agreement. If in such sale under: (A) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving Act and (B) the Company applicable Canadian Securities Authorities; and/or (z) file a Canadian Preliminary Prospectus (a "VALID BUSINESS REASON"), the Company may “Demand Canadian Preliminary Prospectus”) and a Canadian Prospectus (xa “Demand Canadian Prospectus”) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, with the applicable Canadian Securities Authorities and use its reasonable best efforts to secure the issuance of a receipt therefor, including, if the Valid Business Reason has not resulted from actions taken by the Companynecessary or useful, the Company, in reliance upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing post-receipt pricing procedures under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofNational Instrument 44-103 Post-Receipt Pricing.

Request for Demand Registration. Blackstone Any Adelson Holder or Blackstone Xxxxxxx Holders designated by Blackstone (the "each, an “Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), Holder”) may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor form thereto) (a "DEMAND REGISTRATION", “Demand Registration”) the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (xi) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless if the withdrawing Initiating Holder pays Holders, together with the expenses associated with Designated Holders (other than the Initiating Holders) which have requested to register securities in such registration pursuant to Section 3(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the last date on which the Company could receive requests for inclusion in such Demand Registration under Section 3(b)) to the public of less than $20,000,000, (ii) any such Demand Registration commencing prior to the time permitted under the Lock-up Agreement of the Designated Holder, as such Lock-up Agreement may be amended or waived, or (iii) any such Demand Registration within ninety (90) days after the effective date of any other Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by of the Company within six (6) months after the effectiveness of any registration statement pursuant to other than a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of on Form S-4 or S-8 or any Shares to be included pursuant to any incidental or piggy-back rights under this Agreementsuccessor form thereto). If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"“Valid Business Reason”), the Company may (x) postpone filing a registration statement Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) daysdays after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a registration statement Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statementRegistration Statement (in which case, if the Valid Business Reason no longer exists or if more than forty-five (45) days have passed since such withdrawal or postponement, the Initiating Holders may request a new Demand Registration). The Company shall give written notice of its determination to postpone or withdraw a registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 3(a) more than once in any twelve six (126) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone Subject to the provisions of subsection 2.1.7 and Section 2.3, at any time and from time to time on or Blackstone after the Effective Date, if (a) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the Effective Date or (b) at any time during the Shelf Registration Statement Effective Period, the Shelf Registration Statement is not available to the Holders designated (except for any unavailability resulting from information supplied by Blackstone (or on behalf of a Holder for use in the "Initiating Blackstone Holders"Shelf Registration Statement being incorrect or incomplete), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), any Demand Right Holder may each make a written request to the Company to register, and the Company shall register, demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (other than such written demand a “Demand Registration”). Any such Demand Registration may (but shall not be required to be), at the election of the Demanding Holder, be a shelf registration pursuant to a Registration Statement on Form S-4 or S-8 Rule 415 (or any successor thereto) a "DEMAND REGISTRATION"rule promulgated thereafter by the Commission). The Company shall, within 10 days of the number Company’s receipt of the Demand Registration, notify, in writing, all other Demand Right Holders of Registrable Securities stated of such demand, and each such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to the Demand Registration (each such request; PROVIDEDHolder, HOWEVERa “Demand Registration Requesting Holder”) shall so notify the Company, that in writing, within five days after the receipt by such Holder of the notice from the Company. Upon receipt by the Company shall not be obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such written notification from a Demand Registration Statement filed at Requesting Holder to the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Company, such Holder shall be counted as entitled, subject to subsection 2.1.7 and Section 2.3 hereof, to have their Registrable Securities included in a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive and the Company shall file a Registration Statement relating thereto within 30 days after receipt by the Company of any Shares the Demand Registration and shall cause such Registration Statement to be included become effective as soon thereafter as reasonably practicable, providing for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to any incidental or piggy-back rights under this Agreementsuch Demand Registration. If the Board The number of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating Registrations pursuant to a Demand Registration until such Valid Business Reason no longer existsthat the Demand Right Holders may initiate pursuant to the first sentence of this subsection 2.1.4 shall be limited, but in no event for more than ninety (90) days, and (yi) in the case of JFL, to a total of eight (8) (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by JFL pursuant to subsection 2.1.3) and, (ii) in the case of each of the PIPE Demanding Holders or the Pre-IPO Demanding Holders, to one (1) per each of the PIPE Demanding Holders or Pre-IPO Demanding Holder (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by any such Demand Right Holders pursuant to subsection 2.1.3); provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director become effective and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount all of the Registrable Securities proposed requested by the Requesting Holders to be sold and registered on behalf of the intended method Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of disposition thereofthis Agreement.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone (the "Initiating Blackstone Holders"Subject to Section 6(a), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS")at any time from and after the Initial Demand Registration Date, and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone HoldersCenterbridge Parties, the Initiating Wassxxxxxxx Xxxders Pxxxxxx Parties and the Initiating Investor Holders Blackstone Parties shall be known as have the "INITIATING HOLDERS," as appropriate), may each right to make a written request to the Company (each requesting Holder, a “Demand Initiating Holder”) to register, and the Company shall registerregister in accordance with the terms of this Agreement, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATION", sale of the number of Registrable Securities stated in such requestrequest under the Securities Act on Form S-1 or any similar long-form registration (a “Demand Registration”); PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect effect: (xi) more than four (4) such two Demand Registrations at in the request case of Initiating Investor each of the Centerbridge Holders, the Pxxxxxx Holders and the Blackstone Holders, (yii) in a Demand Registration if the aggregate offering price of the Registrable Securities to be sold in such offering (including piggyback shares and before deduction of any underwriting discounts or commissions) is not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall reasonably expected to be at least $200 million, or (iii) during the request pendency of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxdersan MNPI Reason Suspension Period or a Valid Business Reason Suspension Period. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand request for a Demand Registration shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Demand Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. In addition, the Company shall not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration or other previous registration in which the Holders of Registrable Securities were given piggyback rights pursuant to Section 3(d). In addition, the Company shall not be obligated to effect any Demand Registration (or any registration effected pursuant to Section 3(b) or Section 5(a)) during the period starting with the date that is 60 days prior to the Company’s board of directors’ good faith estimate of the date of filing of, and ending on the date that is 90 days after the effective date of, a Company-initiated registration statement, provided that the Company is actively employing in good faith reasonable best efforts to cause such registration to become effective and the Company has complied with the requirements of Section 4.

Request for Demand Registration. Blackstone Any Adelson Holder or Blackstone Xxxxxxx Holders designated by Blackstone (the "each, an “Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), Holder”) may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor form thereto) (a "DEMAND REGISTRATION", “Demand Registration”) the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (xi) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless if the withdrawing Initiating Holder pays Holders, together with the expenses associated with Designated Holders (other than the Initiating Holders) which have requested to register securities in such registration pursuant to Section 3(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the last date on which the Company could receive requests for inclusion in such Demand Registration under Section 3(b)) to the public of less than $20,000,000, (ii) any such Demand Registration commencing prior to the time permitted under the Lock-up Agreement of the Designated Holder, as such Lock-up Agreement may be amended or waived, or (iii) any such Demand Registration within ninety (90) days after the effective date of any other Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by of the Company within six (6) months after the effectiveness of any registration statement pursuant to other than a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of on Form S-4 or S-8 or any Shares to be included pursuant to any incidental successor form thereto or piggy-back rights under this Agreementan “automatic shelf registration” on Form S-3). If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"“Valid Business Reason”), the Company may (x) postpone filing a registration statement Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) daysdays after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a registration statement Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statementRegistration Statement (in which case, if the Valid Business Reason no longer exists or if more than forty-five (45) days have passed since such withdrawal or postponement, the Initiating Holders may request a new Demand Registration). The Company shall give written notice of its determination to postpone or withdraw a registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 3(a) more than once in any twelve six (126) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone or Blackstone At any time during the eighteen ------------------------------- (18) month period commencing six (6) months from the initial Close, subject to extension as provided in Section 7.5 hereof, the Holders designated by Blackstone (the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each holding more than 50% of the Initiating Blackstone Holders, Registrable Securities then held by all of the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request for registration (such Designated Holders making such request being deemed to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor theretobe "Initiating Holders") a "DEMAND REGISTRATION", the number of Registrable Securities stated in under the 1933 Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by such requestholder or holders (a "Demand Registration"); PROVIDEDprovided, HOWEVER, that the Company shall VGT will not be obligated required to effect (x) more than four two (42) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period7.3. Each Such request for a Demand Registration by the Initiating Holders shall state specify the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, VGT shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within 15 days after the receipt of such request, VGT shall give written notice thereof to all other Designated Holders holding Registrable Securities (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by a Designated Holder with respect to which VGT has received written requests for inclusion therein within 15 days of the receipt by such Designated Holder of such written notice. Each such request shall specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Unless Designated Holders holding the majority of the Registrable Securities to be included in the Demand Registration consent in writing, no other party, including VGT (but not including any other Designated Holder), shall be permitted to offer securities under any such Demand Registration.

Request for Demand Registration. Blackstone Subject to the ------------------------------- proviso at the end of this sentence, at any time commencing on the later of (i) the IPO Effectiveness Date and (ii) the second anniversary of the date of this Agreement, the General Atlantic Stockholders, acting through GAP LP or Blackstone Holders designated its written designee, the identity of which shall be certified to the Company in writing by Blackstone the General Atlantic Stockholders (the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each ------------------ make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "DEMAND REGISTRATIONDemand ------ Registration"), the number of Registrable Securities held by such Initiating ------------ Holders stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (xi) any -------- ------- such Demand Registration if the Company is eligible to use Form S-3 (or any successor form thereto) and the Initiating Holders are permitted to initiate an S-3 Registration pursuant to Section 5(a) and (ii) more than four (4) one such Demand Registrations at Registration for the request Initiating Holders unless less than seventy-five percent (75%) of the Initiating Investor Holders, and (y) ' requested securities were included in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one previous Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration the Initiating Holders shall not be so counted. Notwithstanding anything have the right to the contrary contained herein, no Demand Registration need be effected by require the Company within six (6) months after the effectiveness of any registration statement pursuant to a effect one additional Demand Registration. The Notwithstanding the foregoing, the Company shall not be obliged required to include effect more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) two Demand Registrations in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreementtotal. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASONValid Business Reason"), the Company may --------------------- (x) postpone filing a registration statement Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statementRegistration Statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone Subject to the conditions of this Section 3(a), if the Company shall receive a written request from the Initiating Holders on one or Blackstone Holders designated by Blackstone more occasions that the Company file a registration statement under the Securities Act, on Form S-1 (the "Initiating Blackstone HoldersLong-Form Registration"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx Form S-3 (xxe "INITIATING WASSXXXXXXX XXXDERSShort-Form Registration"), or any successor form thereto (any such registration, a "Demand Registration"), covering the registration of shares of Common Stock, then the Company shall, as expeditiously as reasonably possible and Heartland or an Investor Stockholder designated by subject to Section 9(b), effect the Heartland Entities registration under the Securities Act of all Registrable Securities that the Initiating Holders have requested to be registered; provided, that for any registration pursuant to this Section 3(a), the aggregate market value (calculated based upon the "INITIATING INVESTOR HOLDERS," each Market Price of the Initiating Blackstone Holders, Registrable Securities on the Initiating Wassxxxxxxx Xxxders and date on which the Initiating Investor Holders shall be known as Company receives the "INITIATING HOLDERS," as appropriate), may each make a written request for such registration) of the Registrable Securities to be registered (or included in a takedown from a Resale Shelf involving an Underwritten Offering) must be at least $15 million as of the date of the request for such registration or takedown (or at least $5 million as of the date of such request, calculated based upon the Market Price of the Registrable Securities on such date, in the event that the Registrable Securities to be registered (or included in a takedown from a Resale Shelf involving an Underwritten Offering) constitute all Registrable Securities as of the date of such request). At any time when the Company is eligible to register, and the Company shall register, file a registration statement on Form S-3 for a secondary offering of equity securities pursuant to Rule 415 under the Securities Act (other than a "Resale Shelf"), any registration statement requested pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATION", the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that the Company shall not be obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which this Agreement shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted made as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so countedResale Shelf. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after Following the effectiveness of a Resale Shelf, any registration statement resale of shares of Common Stock pursuant to a Demand Registration. The Company this Agreement shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive the form of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing takedown" from such Resale Shelf rather than a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such separate registration statement. The Company Each Designated Shareholder agrees that, except as required by applicable law, such Designated Shareholder shall give treat as confidential the submission of a request for registration and shall not disclose or use the information contained in such request without the prior written notice of its determination to postpone or withdraw a registration statement and consent of the fact that Company until such time as the Valid Business Reason for such postponement information contained therein is or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything becomes available to the contrary contained hereinpublic generally, the Company may not postpone or withdraw other than as a filing under this Section 3.1 more than once result of disclosure by a Designated Shareholder in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount breach of the Registrable Securities proposed to be sold and the intended method terms of disposition thereofthis Agreement.

Request for Demand Registration. Blackstone At any time from the date hereof, the Buyers, their successors-in-interest or Blackstone their affiliates may, or if such Persons no longer hold Registrable Securities, Holders designated holding at least 25% of the Registrable Securities held by Blackstone all of the Holders (such Person or Persons, the "Initiating Blackstone Holders")) may, Wassxxxxxxx xx Wassxxxxxxx Xxxders request the registration under the Act, and registration or qualification under the securities or blue sky laws of any jurisdiction designated by Wassxxxxxxx such Holder or Holders (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by each such registration under this Section 3(a) that satisfies the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known requirements set forth in Section 3(b) is referred to herein as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATIONDemand Registration", ) of a number of Registrable Securities that together with the number of Registrable Securities stated requested by other Holders to be included pursuant to this Section 3(a) either (a) represent at least 25% of the Registrable Securities held by the Holders (whether or not a Holder as of the date hereof) as of the date hereof or, if the Merger is consummated, as of the Closing Date (as defined in the Merger Agreement) or (b) have an estimated market value at the time of such request; PROVIDEDrequest (based upon the then market price of a share of Common Stock) of at least $2,000,000. Notwithstanding the foregoing, HOWEVER, that (i) the Company shall will not be obligated required to effect (x) more than four (4) such a Demand Registrations at Registration within the request period beginning on the effective date of Initiating Investor Holdersa registration statement filed by the Company on its behalf and ending on the expiration of any lock-up period reasonably required by the underwriters, if any, in connection therewith, and (yii) in no event shall the aggregate not Company be required to effect more than four (4) such two Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx XxxdersRegistrations. For purposes of clause (ii) of the preceding sentence, two or more Registration Statements registrations filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for Each such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders in respect thereof shall state specify the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration or qualification is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within 15 days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least 10 days prior to the filing of the registration statement. Each such request shall also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration or qualification is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders others than the Holders; provided, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders exercising the Demand Registration rights.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone (the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), Each of HWH Capital and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), HWH Cornhusker may each make a written request to the Company to registerregister (the party making such request, the "Initiating Holders"), and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (x) more than four (4) three such Demand Registrations requested by HWH, it being understood that if HWH Capital and HWH Cornhusker jointly make a request for a Demand Registration, such request shall constitute one Demand Registration only, (y) a Demand Registration if the Initiating Holders, together with the Designated Holders (other than the Initiating Holders) which have requested to register securities in such registration pursuant to Section 2.02, propose to sell their Registrable Securities at an aggregate price (calculated based upon the request Market Price of Initiating Investor Holdersthe Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than $5,000,000, and (yz) in the aggregate not more than four (4) any such Demand Registrations at Registration commencing prior to 180 days after the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx XxxdersIPO Effectiveness Date. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASONValid Business Reason"), the Company may (x) postpone filing a registration statement Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, 45 days and (y) in case a registration statement Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statementRegistration Statement (in which case, if the Valid Business Reason no longer exists or if more 45 days have passed since such withdrawal or postponement, the Initiating Holders may request a new Demand Registration). The Company shall give written notice of its determination to postpone or withdraw a registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 2.01 more than once in any twelve (12) 18 month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone (the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders Xxxxxxxxxxx or Xxxxxxxxxxx Holders designated by Wassxxxxxxx Xxxxxxxxxxx (xxe the "INITIATING WASSXXXXXXX XXXDERSInitiating Xxxxxxxxxxx Holders"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERSInitiating Investor Holders," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders Xxxxxxxxxxx Holders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERSInitiating Holders," as appropriate), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATIONDemand Registration", the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx XxxdersXxxxxxxxxxx Holders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx XxxdersXxxxxxxxxxx Holders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASONValid Business Reason"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx XxxectorXxxxxxxxxxx Director, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone (the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), Each of HWH Capital and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), HWH Cornhusker may each make a written request to the Company to registerregister (the party making such request, the "Initiating Holders"), and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (x) more than four (4) three such Demand 2 Registrations requested by HWH, it being understood that if HWH Capital and HWH Cornhusker jointly make a request for a Demand Registration, such request shall constitute one Demand Registration only, (y) a Demand Registration if the Initiating Holders, together with the Designated Holders (other than the Initiating Holders) which have requested to register securities in such registration pursuant to Section 2.02, propose to sell their Registrable Securities at an aggregate price (calculated based upon the request Market Price of Initiating Investor Holdersthe Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than $5,000,000, and (yz) in the aggregate not more than four (4) any such Demand Registrations at Registration commencing prior to 180 days after the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx XxxdersIPO Effectiveness Date. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASONValid Business Reason"), the Company may (x) postpone filing a registration statement Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, 45 days and (y) in case a registration statement Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statementRegistration Statement (in which case, if the Valid Business Reason no longer exists or if more 45 days have passed since such withdrawal or postponement, the Initiating Holders may request a new Demand Registration). The Company shall give written notice of its determination to postpone or withdraw a registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 2.01 more than once in any twelve (12) 18 month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone At any time after the date hereof, the holders of 25.0% of the outstanding Registrable Securities (the "Initiating Blackstone HoldersStockholders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), ) may each make a written request to (the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto"Demand Notice") a "DEMAND REGISTRATION", the number for registration of Registrable Securities stated under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (a "Demand Registration"); provided, that the Company will not be required to effect more than two Demand Registrations in such requestthe aggregate at the request of the holders of Registrable Securities pursuant to this Section 8.2(a); PROVIDEDprovided, HOWEVERfurther, that the Company shall not be obligated required to effect (x) more than four (4) such Demand Registrations at one registration pursuant to this section in any six-month period. Notwithstanding the request of Initiating Investor Holdersforegoing, and (y) in the aggregate Company shall not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response required to one demand shall be counted as one Demand Registration; provided, however, that effect any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything anticipated aggregate proceeds to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to selling holders would equal or exceed $2,000,000. Upon a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted request for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares the Company shall use its best efforts to prepare and file with the SEC, as soon as practicable, a registration statement for an offering to be included made on a continuous basis pursuant to Rule 415 of the Act (or any incidental successor rule or piggy-back similar provision then in effect) (a "Shelf Registration Statement") registering the resale from time to time by the Stockholders thereof of their Registrable Securities (the "Demand Shelf Registration"). Within fifteen (15) days after the receipt of the Demand Notice, the Company shall give written notice thereof to all holders holding Registrable Securities and include in such registration all Registrable Securities held by a holder thereof with respect to which the Company has received written requests for inclusion therein at least ten (10) days prior to the filing of the Demand Shelf Registration. No Person has been granted registration rights under that are inconsistent with the rights to be granted to the Purchaser in this Agreement. If Other than the Board of DirectorsAmended and Restated Investors' Rights Agreement, in its good faith judgmentdated May 31, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving 1996 (the Company (a "VALID BUSINESS REASONInvestors' Rights Agreement"), the Company may (x) postpone filing a has not entered into any agreement pursuant to which the Company has granted registration statement relating rights. Except those Persons having the right to piggy-back on a Demand Registration until such Valid Business Reason pursuant to the Investors' Rights Agreement and disclosed in Schedule 8.2, no longer exists, but in no event for more than ninety (90) days, and (y) in case Person has the right to piggy-back on a registration statement Demand Registration. To the extent any Person has been filed relating the right to piggy-back on a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval Company shall use its best efforts to promptly obtain a waiver of any such rights. Unless holders of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement Registrable Securities to be withdrawn included in the Demand Registration consent in writing, no other Person (other than (i) any other holder of Registrable Securities and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination (ii) any Person disclosed in Schedule 8.2 who has the right to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for piggy-back on a Demand Registration by pursuant to the Initiating Holders Investors' Rights Agreement for which the Company has not obtained a waiver of such right after using its best efforts to promptly obtain such waiver), shall state the amount of the Registrable Securities proposed be permitted to be sold and the intended method of disposition thereofoffer securities under any such Demand Registration.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone At any time commencing on the earlier to occur of (x) twelve months after the IPO Effectiveness Date and (y) twelve months after the Company becomes a reporting company under the Exchange Act (an “Exchange Act Registration”), the General Atlantic Shareholders (the "“Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate”), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 X-0, X-0 or S-8 or any successor thereto) (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (x) more than four (4) two such Demand Registrations at for the request of Initiating Investor Holders, General Atlantic Shareholders and (y) in a Demand Registration if the Initiating Holders propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$5,000,000 and provided further, that the Company shall not more than four (4) be obligated to effect any such Demand Registrations at Registration if the request Company has, within the six (6) month period preceding such request, already effected a Demand Registration or F-3 Registration in which all of the Registrable Securities proposed to be sold by the Initiating Blackstone Holders or F-3 Initiating Holders were registered and Initiating Wassxxxxxxx Xxxders: two sold pursuant to the registration statement governing such Demand Registration or F-3 Registration, as the case may be, or in which the Designated Holders had an opportunity to participate pursuant to the provisions of Section 4, other than a registration from which shall all or any portion of the Registrable Securities the Designated Holders requested to be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxdersincluded in such registration were excluded or not sold. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be materially detrimental to the Company and its shareholders for such registration to become effective or to remain effective as long as such registration would otherwise be required to remain effective because such action would (x) materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act (each, a "VALID BUSINESS REASON"“Valid Business Reason”), then the Company may may: (xi) postpone filing a registration statement Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, ; and (yii) in case a registration statement Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, Directors may cause such registration statement Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statementRegistration Statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone At any time commencing twelve months after the IPO Effectiveness Date, the General Atlantic Shareholders (the "“Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate”), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 X-0, X-0 or S-8 or any successor thereto) (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (x) more than four (4) two such Demand Registrations at for the request of Initiating Investor Holders, General Atlantic Shareholders and (y) in a Demand Registration if the Initiating Holders propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$5,000,000 and provided further, that the Company shall not more than four (4) be obligated to effect any such Demand Registrations at Registration if the request Company has, within the six (6) month period preceding such request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5, or in which the Designated Holders had an opportunity to participate pursuant to the provisions of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two Section 4, other than a registration from which the Registrable Securities of which shall the Designated Holders have been excluded (with respect to all or any portion of the Registrable Securities the Designated Holders requested to be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxdersincluded in such registration). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be materially detrimental to the Company and its shareholders for such registration to become effective or to remain effective as long as such registration would otherwise be required to remain effective because such action (x) would materially interfere with any a material financing, acquisition, corporate reorganization or merger or other material similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act (each, a "VALID BUSINESS REASON"“Valid Business Reason”), the Company may (xA) postpone filing a registration statement Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (yB) in case a registration statement Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, Directors may cause such registration statement Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statementRegistration Statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone Subject to the provisions of subsection 2.1.7 and Section 2.3 hereof, at any time and from time to time on or Blackstone after the Effective Date, if (a) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the Effective Date or (b) at any time during the 24 month period following the effective date of the Shelf Registration Statement, the Shelf Registration Statement is not available to the Holders designated (except for any unavailability resulting from information supplied by Blackstone (or on behalf of a Holder for use in the "Initiating Blackstone Holders"Shelf Registration Statement being incorrect or incomplete), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), any Demand Right Holder may each make a written request to the Company to register, and the Company shall register, demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (other than such written demand a “Demand Registration”). Any such Demand Registration may (but shall not be required to be), at the election of the Demanding Holder, be a shelf registration pursuant to a Registration Statement on Form S-4 or S-8 Rule 415 (or any successor theretorule promulgated thereafter by the Commission). The Company shall, within ten (10) a "DEMAND REGISTRATION"days of the Company’s receipt of the Demand Registration, the number notify, in writing, all other Demand Right Holders of Registrable Securities stated and all Daseke Former Series B Holders of Registrable Securities of such demand, and each such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to the Demand Registration (each such request; PROVIDEDHolder, HOWEVERa “Demand Registration Requesting Holder”) shall so notify the Company, that in writing, within five (5) days after the receipt by such Holder of the notice from the Company. Upon receipt by the Company shall not be obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such written notification from a Demand Registration Statement filed at Requesting Holder to the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Company, such Holder shall be counted as entitled, subject to subsection 2.1.7 and Section 2.3 hereof, to have their Registrable Securities included in a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive and the Company shall file a Registration Statement relating thereto within thirty (30) days after receipt by the Company of any Shares the Demand Registration and shall cause such Registration Statement to be included become effective as soon thereafter as reasonably practicable, providing for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to any incidental or piggy-back rights under this Agreementsuch Demand Registration. If the Board The number of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating Registrations pursuant to a Demand Registration until that the Demand Right Holders may initiate pursuant to the first sentence of this Section 2.1.4 shall be limited, in the case of Xxx X. Xxxxxx and the Xxxxxx Group (taken together), to a total of two (2) (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by such Valid Business Reason no longer existsDemand Right Holders pursuant to Section 2.1.3) and, but in no event the case of the other Daseke Demanding Holders, the PIPE Demanding Holders or the Pre-IPO Demanding Holders, to one (1) each (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by any such Demand Right Holders pursuant to Section 2.1.3); provided, however, that a Registration shall not be counted for more than ninety (90) days, and (y) in case such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director become effective and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount all of the Registrable Securities proposed requested by the Requesting Holders to be sold and registered on behalf of the intended method Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of disposition thereofthis Agreement. For the avoidance of doubt, no such limit shall apply to Main Street or Prudential.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone At any time after the ------------------------------- Closing Date and expiring two (2) years from the "Initiating Blackstone Holders")Closing Date, Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each Selling Stockholders holding more than 50% of the Initiating Blackstone Holders, Registrable Securities then held by all of the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), Selling Stockholders may each make a written request for registration (such Designated Holders making such request being deemed to the Company to register, and the Company shall register, be "Initiating Holders") of Registrable Securities under the Securities Act Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by such holder or holders (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATIONDemand Registration"); provided, the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that the Company shall Western Capital will not be obligated required to effect (x) more than four (4) such one Demand Registrations Registration at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx XxxdersSelling Stockholders pursuant to this Section 6.3. For purposes of the preceding sentence, two or more Registration Statements registration statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each Such request for a Demand Registration by the Initiating Holders shall state specify the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, Western Capital shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within 15 days after the receipt of such request, Western Capital shall give written notice thereof to all other Designated Holders holding Registrable Securities (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by a Designated Holder with respect to which Western Capital has received written requests for inclusion therein within 15 days of the receipt by such Designated Holder of such written notice. Each such request shall specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Unless Designated Holders holding the majority of the Registrable Securities to be included in the Demand Registration consent in writing, no other party, including Western Capital (but not including any other Designated Holder), shall be permitted to offer securities under any such Demand Registration.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone (a) A Majority of the Becker Stockholders (the "Initiating Blackstone Becker Holders"), Wassxxxxxxx and a Majorxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities Joan Stockholders (the "INITIATING INVESTOR HOLDERSInxxxxxxng Joan Holders," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders Initxxxxng Becker Holders and the Initiating Investor Initixxxxg Joan Holders shall be known as the txx "INITIATING HOLDERSXxitiating Holders," as appropriatedepending xx which of the Initiating Becker Holders or the Initiating Joan Holders makes the subject dexxxx), may each make a written request rexxxxt to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that (1) the Company shall not be obligated to effect (x) more than four two (42) such Demand Registrations at the request of Initiating Investor Becker Holders, and (y) in the aggregate not more than four two (42) such Demand Registrations at the Registrationx xx xhe request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Joan Holders and two of which (2) the Company shall not be obligated to proceed xxxh a Demand Registration at the request of Initiating Wassxxxxxxx Xxxdersany time prior to July 1, 2003. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration with respect to such Initiating Holder unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement Statement, in which case such Demand Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone or Blackstone Subject to the provisions of the Lock-up Agreements, subsections 2.1.4, 2.1.6 and Section 2.3 hereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.6 outstanding covering the Registrable Securities, at any time and from time to time, the Holders designated by Blackstone of at least a majority-in-interest of the then-outstanding number of Registrable Securities (the "Initiating Blackstone “Demanding Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), ”) may each make a written request demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand, a “Demand Registration”). The Company shall, within five (5) Business Days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company Company, such Requesting Holder(s) shall be entitled to register, have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall registereffect, under as soon thereafter as practicable, but not more than thirty (30) days after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities Act (other than requested by the Demanding Holders and Requesting Holders pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATION", the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that Demand Registration. Under no circumstances shall the Company shall not be obligated to effect (x) more than four an aggregate of three (43) such Registrations pursuant to a Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two Registration under this subsection 2.1.1 with respect to any or more Registration Statements filed in response to one demand shall be counted as one Demand Registrationall Registrable Securities; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand counted for such purposes unless a Registration need be effected by the Company within six (6) months after the effectiveness of Statement on Form S-1 or any similar long-form registration statement pursuant to a Demand Registration. The Company shall not that may be obliged to include more than 10 million Shares available at such time (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"“Form S-1”), the Company may (x) postpone filing a registration statement relating or if available to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such Registration Statement on Form S-3 or any similar short form registration statement to that may be withdrawn available at such time (“Form S-3”), has become effective and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount all of the Registrable Securities proposed requested by the Requesting Holders to be sold and registered on behalf of the intended method Requesting Holders in such Form S-1 or S-3, as the case may be, Registration have been sold, in accordance with Section 3.1 of disposition thereofthis Agreement.

Request for Demand Registration. Blackstone The HWP Stockholders as a group, acting through HWH Capital Partners or Blackstone Holders designated by Blackstone (the "Initiating Blackstone Holders")its written designee, Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), BancAmerica may each make a written request to the Company to registerregister (the party making such request, the "Initiating Holders"), and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (x) more than four (4) five such Demand Registrations at requested by the request of Initiating Investor HoldersHWP Stockholders and more than one such Demand Registration requested by BancAmerica, and (y) a Demand Registration if the Initiating Holders, together with the Designated Holders (other than the Initiating Holders) which have requested to register securities in such registration pursuant to Section 3(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than $5,000,000 and (z)(i) in the aggregate not more than four (4) case of a Demand Registration requested by the HWP Stockholders, any such Demand Registrations at Registration commencing prior to 180 days after the request IPO Effectiveness Date or (ii) in the case of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at a Demand Registration requested by BancAmerica, any such Demand Registration commencing prior to one year after the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx XxxdersIPO Effectiveness Date. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASONValid Business Reason"), the Company may (x) postpone filing a registration statement Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90i) daysforty-five (45) days in the case of a Demand Registration requested by the HWP Stockholders and (ii) nine (9) months in the case of a Demand Registration requested by BancAmerica, and (y) in case a registration statement Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statementRegistration Statement (in which case, if the Valid Business Reason no longer exists or if more forty-five (45) days (in the case of a Demand Registration requested by the HWP Stockholders) or nine (9) months (in the case of a Demand Registration requested by BancAmerica) have passed since such withdrawal or postponement, the Initiating Holders may request a new Demand Registration). The Company shall give written notice of its determination to postpone or withdraw a registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 3(a) more than once in any twelve eighteen (1218) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone At any time and from time to time on or Blackstone Holders designated by Blackstone (after the "Initiating Blackstone Holders")date of this Agreement, Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each Investors holding a majority-in-interest of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), Registrable Securities may each make a written request to the Company to registerdemand (a “Demand Notice”), and the Company shall registeron no more than two occasions in any twelve month period for all Investors collectively, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (other than pursuant to a “Demand Registration”); provided, however, that, a demand for a Demand Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATION", may only be made if the number sale of the Registrable Securities stated requested to be registered by such Investors is reasonably expected to result in such request; PROVIDEDaggregate gross cash proceeds in excess of $2,500,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2.1.1, HOWEVER, that the Company shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not be obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more an Automatic Shelf Registration Statements filed in response to one demand shall be counted as one Demand RegistrationStatement); provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder Company shall be counted as permitted to file a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such post-effective amendment or prospectus supplement to any effective Shelf Registration Statement in which case such lieu of filing a new Registration shall not be so counted. Notwithstanding anything Statement to the contrary contained herein, no Demand Registration need be effected by extent the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicabledetermines, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and Investor(s) agree that the Registrable Securities of the fact that Investor(s) may be sold thereunder by such Investor(s) pursuant to their intended plan of distribution. Any Demand Notice shall specify the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount number of the shares of Registrable Securities proposed to be sold and the intended method method(s) of disposition distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. With respect to any particular Registrable Security, the Company shall not be obligated to effect more than an aggregate of one (1) Demand Registration under this Section 2.11 in respect of such Registrable Security.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone At any time after 18 months from the date of the Effective Date (as defined in the "Initiating Blackstone Holders"Merger Agreement), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated the Designated Holders holding more than 50% of the Registrable Securities held by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by all of the Heartland Entities Designated Holders (the "INITIATING INVESTOR HOLDERS," each ") may request the registration of Registrable Securities under the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to registerAct, and the Company shall register, under the Securities Act securities or blue sky laws of any jurisdiction designated by such holder or holders (other than pursuant each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to a Registration Statement on Form S-4 or S-8 or any successor thereto) herein as a "DEMAND REGISTRATION"). Notwithstanding the foregoing, the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that (i) the Company shall will not be obligated required to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless within the withdrawing Initiating Holder pays period beginning on the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected effective date of a registration statement filed by the Company within six (6) months after on its behalf and ending on the effectiveness expiration of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splitslock-up period reasonably required by the underwriters, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directorsif any, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month periodconnection therewith. Each such request for a Demand Registration by the Initiating Holders in respect thereof shall state specify the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders holding Registrable Securities and include in such registration all Registrable Securities held by a Designated Holder holding Registrable Securities from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. The Company, subject to Sections 3(d) and 3(e), shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders holding Registrable Securities; provided that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders exercising the Demand Registration rights.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone (At any time and from time to time after the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated exercise of demand registration rights granted by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request Company pursuant to the Company Pegasus Registration Rights Agreement or the Tri-Party Registration Rights Agreement or, subject to registerany applicable lock-up period provided herein, and any time after the Company shall register, under the Securities Act files a registration statement with respect to a Public Offering (other than pursuant to a Registration Statement registration statement: (i) on Form S-4 or S-8 or any successor theretoform filed under the Securities Act; (ii) filed in connection with any employee stock option or other benefit plan, (iii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iv) for an offering of debt that is convertible into equity securities of the Company; (v) for a "DEMAND REGISTRATION", dividend reinvestment plan; or (vi) on any other form not available for registering the number of Registrable Securities stated in such request; PROVIDEDfor sale to the public), HOWEVER, that Holders of a majority-in-interest (the Company shall not be obligated to effect (x“Majority-In-Interest”) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two Registrable Securities (determined on a fully diluted basis) held by all Holders other than Holders that are Affiliates of Pegasus or more Registration Statements filed in response to one Riverwood (the “Demand Holders”) may make a written demand shall be counted as one for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted”). Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request Any demand for a Demand Registration by shall specify the Initiating Holders shall state the amount number of the shares of Registrable Securities proposed to be sold and the intended method method(s) and plan of disposition distribution thereof. Upon the Company’s receipt of the written request for a Demand Registration, the Company shall promptly notify all other Holders of Registrable Securities of such demand for a Demand Registration, and each such Holder that wishes to include all or a portion of such Holder’s Registrable Securities in the Demand Registration (each such Holder including Registrable Securities in such registration, a “Selling Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the Holder of the notice from the Company. Upon any such request, the Selling Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2(g) and the provisos set forth in the first sentence of Section 2(b).

Request for Demand Registration. Blackstone or Blackstone At any time commencing on the earlier to occur of (x) six (6) months after the IPO Effectiveness Date and (y) six (6) months after the Company becomes a reporting company under the Exchange Act (an “Exchange Act Registration”), the Designated Holders designated by Blackstone of at least 25% of the Registrable Securities then outstanding (the "“Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), ”) may each make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 X-0, X-0 or S-8 or any successor thereto) (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (x) more than four (4) two such Demand Registrations at the request of Initiating Investor Holders, and (y) in a Demand Registration if the Initiating Holders propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$10,000,000 and provided further, that the Company shall not more than four (4) be obligated to effect any such Demand Registrations at Registration if the request Company has, within the six (6) month period preceding such request, already effected a Demand Registration or F-3 Registration in which all of the Registrable Securities proposed to be sold by the Initiating Blackstone Holders or F-3 Initiating Holders were registered and Initiating Wassxxxxxxx Xxxders: two sold pursuant to the registration statement governing such Demand Registration or F-3 Registration, as the case may be, or in which the Designated Holders had an opportunity to participate pursuant to the provisions of Section 3(b) or Section 4, other than a registration from which shall all or any portion of the Registrable Securities the Designated Holders requested to be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxdersincluded in such registration were excluded or not sold. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be materially detrimental to the Company and its shareholders for such registration to become effective or to remain effective as long as such registration would otherwise be required to remain effective because such action would (x) materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act (each, a "VALID BUSINESS REASON"“Valid Business Reason”), then the Company may may: (xi) postpone filing a registration statement Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, days from the date the Company receives a written request for a Demand Registration; and (yii) in case that a registration statement Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statementRegistration Statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone If the Replacement Shelf Registration is not effective within 90 days after the expiration of the Filing Period or, if any time after the Replacement Shelf Registration is declared effective the Replacement Shelf Registration ceases to remain effective (the in either case, a "Initiating Blackstone HoldersNON-EFFECTIVE REGISTRATION STATEMENT"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated Designated Holders who propose to sell their Registrable Securities entitled to be covered by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or a Non-Effective Registration Statement to the public at an Investor Stockholder designated by the Heartland Entities aggregate price of at least $1,000,000 (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each shall have the right to make a written request to that the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "DEMAND REGISTRATION"), the number offer and sale of the Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (x) more than four two (42) such Demand Registrations at for the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx XxxdersInvestors. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (A) materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (B) involve effort or expense in excess of that which would customarily be involved in effecting a resale registration (a "VALID BUSINESS REASON"), the Company may (xi) postpone filing a registration statement relating to a Demand Registration statement until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (yii) in case the event that a registration Demand Registration statement has been filed relating to a Demand Registrationfiled, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 3.2 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofsold.

Request for Demand Registration. Blackstone Subject to the provisions of this Agreement, beginning on the date 120 days after the Effective Date, RAM, on behalf of itself and/or one or Blackstone Holders designated by Blackstone more of its Affiliates, or any Permitted Transferee that is a Holder (the each a "Initiating Blackstone HoldersREQUESTING HOLDER"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), at any time may each make a written request deliver to the Company to registerone or more written requests (each, and a "DEMAND REQUEST") that the Company shall register, effect the registration under the Securities Act of the offer and sale of that number of Registrable Securities requested and owned, beneficially or of record, by the Requesting Holder(s) (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATION"); provided, the number of Registrable Securities stated in such request; PROVIDED, HOWEVERhowever, that the Company shall not be obligated required to effect (xi) more than four (4) such two Demand Registrations at in any 12-month period or (ii) any Demand Registration in which the request Registrable Securities requested to be included in such registration (x) comprise less than the number of Initiating Investor Holders, and shares that could be sold without registration within a three-month period pursuant to the provisions of Rule 144(e)(1) or (y) have an aggregate fair market value of less than $20,000,000, as determined by reference to the closing price of the Registrable Securities on the date of delivery of such Demand Request on the principal national securities exchange on which the Registrable Securities are listed or, if not then listed on a national securities exchange, on the Nasdaq Stock Market or in the aggregate over the counter market. Subject to the provisions of this Agreement, within 60 days after receipt of a Demand Request (the "REQUIRED FILING DATE") the Company shall file a registration statement on such appropriate form under the Securities Act as shall be determined by the Company and reasonably acceptable to the Requisite Requesting Holders (such acceptance not more than four (4to be unreasonably withheld) for the offer and sale of such Registrable Securities as may be requested in any such Demand Registrations at Request together with any other Registrable Securities as may be requested to be included by Joining Holders pursuant to Section 2.2. The Company shall use its reasonable best efforts to cause any such registration statement to be declared effective by the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at Commission as promptly as practicable after such filing but in any event not later than 150 days following the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes date of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one applicable Demand RegistrationRequest; provided, however, that any such Registration Statement filed that, at the request of an Initiating Holder Requisite Requesting Holders, and subsequently withdrawn at without the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness consent of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON")Holder, the Company may delay or abandon the proposed offering or cease the filing (xor obtaining or maintaining the effectiveness) postpone filing a of or withdraw the related registration statement relating to a or other governmental approvals, registrations or qualifications. Unless the Requisite Requesting Holders otherwise elect, all Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to Registrations will be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofunderwritten offerings.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone (the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders Xxxxxxxxxxx or Xxxxxxxxxxx Holders designated by Wassxxxxxxx Xxxxxxxxxxx (xxe the "INITIATING WASSXXXXXXX XXXDERSXXXXXXXXXXX HOLDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders Xxxxxxxxxxx Holders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATION", the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that the Company shall not be obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx XxxdersXxxxxxxxxxx Holders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx XxxdersXxxxxxxxxxx Holders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx XxxectorXxxxxxxxxxx Director, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone At any time after the date ------------------------------- hereof, the holders of 25.0% of the outstanding Registrable Securities (the "Initiating Blackstone HoldersStockholders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), ) may each make a written request to (the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto"Demand Notice") a "DEMAND REGISTRATION", the number for ------------- ------------- registration of Registrable Securities stated under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (a "Demand Registration"); provided, that the Company will not be required to -------------------- -------- effect more than two Demand Registrations in such requestthe aggregate at the request of the holders of Registrable Securities pursuant to this Section 8.2(a); PROVIDEDprovided, HOWEVER-------- further, that the Company shall not be obligated required to effect (x) more than four (4) such Demand Registrations at one ------- registration pursuant to this section in any six-month period. Notwithstanding the request of Initiating Investor Holdersforegoing, and (y) in the aggregate Company shall not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response required to one demand shall be counted as one Demand Registration; provided, however, that effect any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything anticipated aggregate proceeds to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to selling holders would equal or exceed $2,000,000. Upon a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted request for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares the Company shall use its best efforts to prepare and file with the SEC, as soon as practicable, a registration statement for an offering to be included made on a continuous basis pursuant to Rule 415 of the Act (or any incidental successor rule or piggy-back similar provision then in effect) (a "Shelf Registration Statement") registering the ---------------------------- resale from time to time by the Stockholders thereof of their Registrable Securities (the "Demand Shelf Registration"). Within fifteen (15) days after ------------------------- the receipt of the Demand Notice, the Company shall give written notice thereof to all holders holding Registrable Securities and include in such registration all Registrable Securities held by a holder thereof with respect to which the Company has received written requests for inclusion therein at least ten (10) days prior to the filing of the Demand Shelf Registration. No Person has been granted registration rights under that are inconsistent with the rights to be granted to the Purchaser in this Agreement. If Other than the Board of DirectorsAmended and Restated Investors' Rights Agreement, in its good faith judgmentdated May 31, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving 1996 (the Company (a "VALID BUSINESS REASONInvestors' Rights Agreement"), the Company may (x) postpone filing a has not entered into any agreement ---------------------------- pursuant to which the Company has granted registration statement relating rights. Except those Persons having the right to piggy-back on a Demand Registration until such Valid Business Reason pursuant to the Investors' Rights Agreement and disclosed in Schedule 8.2, no longer exists, but in no event for more than ninety (90) days, and (y) in case Person has the right to piggy-back on a registration statement Demand Registration. To the extent any Person has been filed relating the right to piggy-back on a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval Company shall use its best efforts to promptly obtain a waiver of any such rights. Unless holders of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement Registrable Securities to be withdrawn included in the Demand Registration consent in writing, no other Person (other than (i) any other holder of Registrable Securities and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination (ii) any Person disclosed in Schedule 8.2 who has the right to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for piggy-back on a Demand Registration by pursuant to the Initiating Holders Investors' Rights Agreement for which the Company has not obtained a waiver of such right after using its best efforts to promptly obtain such waiver), shall state the amount of the Registrable Securities proposed be permitted to be sold and the intended method of disposition thereofoffer securities under any such Demand Registration.

Request for Demand Registration. Blackstone Subject to the provisions of subsection 2.1.7 and Section 2.3 hereof, at any time and from time to time on or Blackstone after the Effective Date, if (a) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the Effective Date or (b) at any time during the Shelf Registration Statement Effective Period, the Shelf Registration Statement is not available to the Holders designated (except for any unavailability resulting from information supplied by Blackstone (or on behalf of a Holder for use in the "Initiating Blackstone Holders"Shelf Registration Statement being incorrect or incomplete), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), any Demand Right Holder may each make a written request to the Company to register, and the Company shall register, demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (other than such written demand a “Demand Registration”). Any such Demand Registration may (but shall not be required to be), at the election of the Demanding Holder, be a shelf registration pursuant to a Registration Statement on Form S-4 or S-8 Rule 415 (or any successor theretorule promulgated thereafter by the Commission). The Company shall, within ten (10) a "DEMAND REGISTRATION"days of the Company’s receipt of the Demand Registration, the number notify, in writing, all other Demand Right Holders of Registrable Securities stated and all Daseke Former Series B Holders of Registrable Securities of such demand, and each such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to the Demand Registration (each such request; PROVIDEDHolder, HOWEVERa “Demand Registration Requesting Holder”) shall so notify the Company, that in writing, within five (5) days after the receipt by such Holder of the notice from the Company. Upon receipt by the Company shall not be obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such written notification from a Demand Registration Statement filed at Requesting Holder to the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Company, such Holder shall be counted as entitled, subject to subsection 2.1.7 and Section 2.3 hereof, to have their Registrable Securities included in a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive and the Company shall file a Registration Statement relating thereto within thirty (30) days after receipt by the Company of any Shares the Demand Registration and shall cause such Registration Statement to be included become effective as soon thereafter as reasonably practicable, providing for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to any incidental or piggy-back rights under this Agreementsuch Demand Registration. If the Board The number of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating Registrations pursuant to a Demand Registration until that the Demand Right Holders may initiate pursuant to the first sentence of this Section 2.1.4 shall be limited, (i) in the case of Xxx X. Xxxxxx and Xxxxxx Group (taken together), to a total of two (2) (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by such Valid Business Reason no longer exists, but in no event for more than ninety (90) daysDemand Right Holders pursuant to Section 2.1.3), and (yii) in the case of the other Daseke Demanding Holders, the PIPE Demanding Holders or the Pre-IPO Demanding Holders, to one (1) each (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by any such Demand Right Holders pursuant to Section 2.1.3); provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director become effective and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount all of the Registrable Securities proposed requested by the Requesting Holders to be sold and registered on behalf of the intended method Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of disposition thereofthis Agreement.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone (the "Initiating Blackstone Holders")Subject to Section 3(f) ------------------------------- below, Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or at any successor thereto) a "DEMAND REGISTRATION", the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that the Company shall not be obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within time beginning six (6) months after the effectiveness closing of the purchase of the Shares by the Company pursuant to the Option Agreement the Holders holding at least 25% of the Registrable Securities held by all of the Holders (the "Initiating Holders") may request in writing the registration of Registrable ------------------ Securities under the Act, and under the securities or blue sky laws of any jurisdictions designated by such holder or holders (a registration statement pursuant under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "Demand Registration"). Notwithstanding the foregoing, ------------------- in no event shall the Company be required to effect more than one Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders in respect thereof shall state specify the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by Stockholders other than the Holders; provided, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders exercising the Demand Registration rights.

Request for Demand Registration. Blackstone or Blackstone (i) Subject to Section 3(f) below, the Holders designated by Blackstone (the "Initiating Blackstone Holders"may, in accordance with Section 3(a)(ii), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx from time to time after the 90th day following the Effective Date (xxe as defined in the Plan) request in writing the registration of Registrable Securities under the Act (any such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) shall be referred to herein as a "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS,DEMAND REGISTRATION" each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holder or Holders requesting such Demand Registration in accordance with the provisions of Section 3(a)(ii) shall be known referred to herein as the "INITIATING HOLDERS," as appropriateHolders"), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATION", the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that the Company shall not be obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained hereinforegoing, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for shall the Company be required to effect more than ninety (90) days, and (y) in case a registration statement has been filed relating two Demand Registrations pursuant to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month periodAgreement. Each request for a Demand Registration by the Initiating Holders in respect thereof shall state specify the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions within the United States in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities by any Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement; provided, however, that the Holders shall not be precluded from participating in such Demand Registration unless at least twenty (20) days have elapsed since their receipt of such notice from the Company. Subject to Section 3(d), the Company shall be entitled to include, in any registration statement and offering of Common Stock made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Holders; provided, however, that such inclusion shall be permitted in an underwritten offering only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders exercising the Demand Registration rights.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone (the "Initiating Blackstone Holders")The Xxxxxxx Stockholders as a group, Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate)acting through Xxxxxxx, may each make a written request to the Company to registerregister (the party making such request, the “Initiating Holders”), and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "DEMAND REGISTRATION"“Demand Registration”), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (x) more than four (4) two such Demand Registrations at requested by the request of Initiating Investor Holders, Xxxxxxx Stockholders and (y) a Demand Registration if the Initiating Holders, together with the Designated Holders (other than the Initiating Holders) which have requested to register securities in such registration pursuant to Section 3(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the aggregate not more Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders$5,000,000. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"“Valid Business Reason”), the Company may (x) postpone filing a registration statement Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) days, and (y) in case a registration statement Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statementRegistration Statement (in which case, if the Valid Business Reason no longer exists or if more forty-five (45) days have passed since such withdrawal or postponement, the Initiating Holders may request a new Demand Registration). The Company shall give written notice of its determination to postpone or withdraw a registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 3(a) more than once in any twelve eighteen (1218) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Any Demand Registration requested by the Xxxxxxx Stockholders may be only in the form of a firm commitment underwritten offering.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone (At any time after six months following the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone HoldersIPO Effectiveness Date, the Initiating Wassxxxxxxx Xxxders and Wilsxx Xxxckholders, the Initiating Investor Holders shall be known as General Atlantic Stockholders, the "INITIATING HOLDERS," as appropriate)Partners Stockholders, the Alltel Stockholders, the FUCP Stockholders, the BT Stockholders or the Motorola Stockholders may each make a written request to the Company to registerregister (each of such Wilsxx Xxxckholders, General Atlantic Stockholders, Partners Stockholders, Alltel Stockholders, FUCP Stockholders, BT Stockholders or Motorola Stockholders making such request being referred to hereinafter as the "Initiating Holder"), under the Securities Act and under the securities or "blue sky" laws of any jurisdiction reasonably designated by such holder or holders, the number of Registrable Securities, the offer and sale of which shall result in net proceeds (after expenses and underwriting commissions and discounts) to such Initiating Holder of at least $5,000,000 (a "Demand Registration"), and the Company shall registeruse its reasonable efforts to cause such Demand Registration to become and remain effective not later than three (3) months after it receives a request for a Demand Registration; provided, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATION", the number of Registrable Securities stated in such request; PROVIDED, HOWEVERhowever, that the Company shall not be obligated required to effect (x) more than four (4) such one Demand Registration at the request of the Wilsxx Xxxckholders, two Demand Registrations at the request of Initiating Investor Holdersthe General Atlantic Stockholders, and (y) in the aggregate not more than four (4) such one Demand Registrations Registration at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be the Partners Stockholders, one Demand Registration at the request of Initiating Blackstone Holders and two of which shall be the Alltel Stockholders, one Demand Registration at the request of the FUCP Stockholders, one Demand Registration at the request of the BT Stockholders and two demands at the request of the Motorola Stockholders, and provided further that, if (x) the Initiating Wassxxxxxxx XxxdersHolder is a Motorola Stockholder, (y) the Motorola Stockholders' Registrable Securities may not then be sold pursuant to Rule 144 under the Securities Act (whether or not subject to the volume limitations thereof), and (z) the Motorola Stockholders request the registration of all of their Registrable Securities, then the Company shall be required to effect a Demand Registration at the request of the Motorola Stockholders even if the offer and sale of all of the Motorola Stockholders' Registrable Securities shall result in end proceeds to the Motorola Stockholders of less than $5,000,000. For purposes of the preceding sentence, two or more Registration Statements registration statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed registration statement. If at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness time of any registration statement request to register Registrable Securities pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"Section 3(a), the Company may (x) postpone filing is engaged in, or has fixed plans to engage in within three months of the time of such request, a registration statement relating to a Demand Registration until such Valid Business Reason no longer existsregistered public offering or is engaged in any other activity which, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority good faith determination of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and Directors of the fact that Company, would be adversely affected by the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything requested registration to the contrary contained hereinmaterial detriment of the Company, then the Company may at is option direct that such request be delayed for a reasonable period not postpone in excess of three months from the effective date of such offering or withdraw the date of completion of such other material activity, as the case may be, such right to delay a filing under this Section 3.1 request to be exercised by the Company not more than once in any twelve (12) month one-year period. Each request for In addition, the Company shall not be required to effect any Demand Registration within three months after the effective date of any other Registration Statement of the Company. Notwithstanding the foregoing, a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to may not be sold and the intended method of disposition thereof.initiated by:

Request for Demand Registration. Blackstone or Blackstone Holders designated At any time after the IPO Effectiveness Date, each of (i) the Investor Stockholders holding a majority of the Registerable Securities held by Blackstone the Investor Stockholders, acting as a group through their written designee, and (ii) the EXE Stockholders holding a majority of the Registerable Securities held by the EXE Stockholders, acting as a group through their written designee (the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), ) may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) and under the securities or "blue sky" laws of any jurisdiction designated by such holder or holders (a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that the Company shall not be obligated to effect (x) more than four two (42) such Demand Registrations at for the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders Stockholders and two of which shall be at (2) Demand Registration for the request of Initiating Wassxxxxxxx XxxdersEXE Stockholders pursuant to this Section 3. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed Statement. If at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness time of any registration statement request to register Registrable Securities pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"Section 3(a), the Company may is engaged in, or has fixed plans to engage in within thirty (x30) postpone filing days of the time of such request, a registration statement relating to a Demand Registration until such Valid Business Reason no longer existsregistered public offering or is engaged in any other activity which, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority good faith determination of the Board of Directors, such majority would be adversely affected by the requested registration to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and material detriment of the fact that the Valid Business Reason for such postponement or withdrawal no longer existsCompany, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, then the Company may at its option direct that such request be delayed for a reasonable period not postpone in excess of three (3) months from the effective date of such offering or withdraw the date of completion of such other material activity, as the case may be, such right to delay a filing under this Section 3.1 request to be exercised by the Company not more than once in any twelve one-year period. In addition, the Company shall not be required to effect any registration within sixty (1260) month perioddays after the effective date of any other Registration Statement of the Company. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered.

Request for Demand Registration. Blackstone Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at any time after the date hereof, one or Blackstone Holders designated more of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by Blackstone the Commonwealth Stockholders (each, an "Initiating Holder" and together, the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than four (4) one such Demand Registrations at Registration for the request of Initiating Investor Holders, Commonwealth Stockholders as a group and (y) in the aggregate not more than four (4) one such Demand Registrations at Registration for the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx XxxdersGeneral Atlantic Stockholders as a group. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASONValid Business Reason"), the Company may (x) postpone filing a registration statement Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety one hundred and twenty (90120) days, and (y) in case a registration statement Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statementRegistration Statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereofthereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. Blackstone or Blackstone Subject to Section 3(f) ------------------------------- below, at any time the Designated Holders designated holding at least 25% of the Registrable Securities held by Blackstone (all of the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities Designated Holders (the "INITIATING INVESTOR ---------- HOLDERS," each ") may request in writing the registration of Registrable Securities ------- under the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to registerAct, and the Company shall register, under the Securities Act securities or blue sky laws of any jurisdiction designated by such holder or holders (other than pursuant each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to a Registration Statement on Form S-4 or S-8 or any successor thereto) herein as a "DEMAND ------ REGISTRATION"). Notwithstanding the foregoing, the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that no event shall the Company shall not be obligated ------------ required to effect (x) more than four (4) such three Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx XxxdersRegistrations. For purposes of the preceding sentence, two Two or more Registration Statements registrations filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders in respect thereof shall state specify the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by Stockholders other than the Holders; provided, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders exercising the Demand Registration rights.

Request for Demand Registration. Blackstone or Blackstone At any time during the eighteen ------------------------------- (18) month period commencing six (6) months from the initial Close, subject to extension as provided in Section 6.5 hereof, the Holders designated by Blackstone (the "Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each holding more than 50% of the Initiating Blackstone Holders, Registrable Securities then held by all of the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request for registration (such Designated Holders making such request being deemed to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor theretobe "Initiating Holders") a "DEMAND REGISTRATION", the number of Registrable Securities stated in under the 1933 Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by such requestholder or holders (a "Demand Registration"); PROVIDEDprovided, HOWEVER, that the Company shall will not be obligated required to effect (x) more than four two (42) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period6.3. Each Such request for a Demand Registration by the Initiating Holders shall state specify the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within 15 days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders holding Registrable Securities (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by a Designated Holder with respect to which the Company has received written requests for inclusion therein within 15 days of the receipt by such Designated Holder of such written notice. Each such request shall specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Unless Designated Holders holding the majority of the Registrable Securities to be included in the Demand Registration consent in writing, no other party, including the Company (but not including any other Designated Holder), shall be permitted to offer securities under any such Demand Registration.

Request for Demand Registration. Blackstone or Blackstone At any time, and from time to time, (i) IM Holders designated holding at least a majority of the outstanding Registrable Securities held by Blackstone the IM Holders (the "“Initiating Blackstone IM Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), ”) may each make a written request to the Company to register, and the Company shall register, in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 S-8), at the election of the Initiating IM Holders, on Form S-1 or any successor theretosimilar long-form registration (a “Long-Form Registration”) and (ii) (x) the Initiating IM Holders, (y) CA Holders holding at least a "DEMAND REGISTRATION"majority of the outstanding Registrable Securities held by the CA Holders (the “Initiating CA Holders”) or (z) Sponsor Holders holding at least a majority of the outstanding Registrable Securities held by the Sponsor Holders (the “Initiating Sponsor Holders” and the Initiating Sponsor Holders, the Initiating IM Holders, or the Initiating CA Holders, individually as applicable, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such requestrequest under the Securities Act on Form S-3 or any similar short-form registration (other than a Shelf Registration), if such a short-form is then available to the Company (a “Short-Form Registration” and, together with a Long-Form Registration, a “Demand Registration”); PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (xA) more than four three such Long-Form Registrations for such Initiating IM Holder(s) and (4B) a Demand Registration if the applicable Initiating Holders propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Demand Registrations at Registrable Securities and including any Registrable Securities subject to any applicable over-allotment option) to the request public of Initiating Investor Holders, and less than (x) $10,000,000.00 in the case of a Long-Form Registration or (y) $5,000,000.00 in the aggregate not more than four (4) such Demand Registrations at the request case of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxdersa Short-Form Registration. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand for a Long-Form Registration shall be counted as one Demand Long-Form Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the any Initiating Holders shall state the amount of the Registrable Securities proposed to be sold included and the intended method of disposition thereof. Each of the Initiating IM Holders, the Initiating CA Holders and the Initiating Sponsor Holders, as the case may be, shall be entitled to no more than one Short-Form Registration every six months.

Request for Demand Registration. Blackstone Subject to the provisions of subsection 2.1.7 and Section 2.3, at any time and from time to time on or Blackstone after the Effective Date, if (a) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the Effective Date or (b) at any time during the Shelf Registration Statement Effective Period, the Shelf Registration Statement is not available to the Holders designated (except for any unavailability resulting from information supplied by Blackstone (or on behalf of a Holder for use in the "Initiating Blackstone Holders"Shelf Registration Statement being incorrect or incomplete), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), any Demand Right Holder may each make a written request to the Company to register, and the Company shall register, demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (other than such written demand a “Demand Registration”). Any such Demand Registration may (but shall not be required to be), at the election of the Demanding Holder, be a shelf registration pursuant to a Registration Statement on Form S-4 or S-8 Rule 415 (or any successor thereto) a "DEMAND REGISTRATION"rule promulgated thereafter by the Commission). The Company shall, within 10 days of the number Company’s receipt of the Demand Registration, notify, in writing, all other Demand Right Holders of Registrable Securities stated of such demand, and each such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to the Demand Registration (each such request; PROVIDEDHolder, HOWEVERa “Demand Registration Requesting Holder”) shall so notify the Company, that in writing, within five days after the receipt by such Holder of the notice from the Company. Upon receipt by the Company shall not be obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such written notification from a Demand Registration Statement filed at Requesting Holder to the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Company, such Holder shall be counted as entitled, subject to subsection 2.1.7 and Section 2.3 hereof, to have their Registrable Securities included in a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive and the Company shall file a Registration Statement relating thereto within 30 days after receipt by the Company of any Shares the Demand Registration and shall cause such Registration Statement to be included become effective as soon thereafter as reasonably practicable, providing for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to any incidental or piggy-back rights under this Agreementsuch Demand Registration. If the Board The number of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating Registrations pursuant to a Demand Registration until such Valid Business Reason no longer existsthat the Demand Right Holders may initiate pursuant to the first sentence of this subsection 2.1.4 shall be limited, but in no event for more than ninety (90) days, and (yi) in the case of JFL Seller, to a total of six (6) (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by JFL Seller pursuant to subsection 2.1.3) and, (ii) in the case of the PIPE Demanding Holders or the Pre-IPO Demanding Holders, to one (1) each (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by any such Demand Right Holders pursuant to subsection 2.1.3); provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director become effective and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount all of the Registrable Securities proposed requested by the Requesting Holders to be sold and registered on behalf of the intended method Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of disposition thereofthis Agreement.

Request for Demand Registration. Blackstone At any time commencing on or Blackstone after the date that is the earlier to occur of (x) sixteen (16) months after the IPO Effectiveness Date or (y) 180 days after the Company becomes a reporting company under the Exchange Act, either (i) the General Atlantic Shareholders, (ii) the GE Shareholders or (iii) the Holders designated by Blackstone (excluding the General Atlantic Shareholders and the GE Shareholders) holding a minimum of twenty percent (20%) of the Registrable Securities then outstanding (the "“Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), ”) may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to file a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATION", with respect to the number of Registrable Securities stated specified in such requestrequest (a “Demand Registration”); PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to effect (xA) more than four (4) such one Demand Registration within any 12-month period and more than two Demand Registrations for the General Atlantic Shareholders, one Demand Registration for the GE Shareholders and two Demand Registrations for the other Holders; (B) a Demand Registration for the GE Shareholders at any time before a Demand Registration for the request General Atlantic Shareholders has been effected, unless one year has elapsed since the Company has become a reporting company under the Exchange Act and the Company is not then listed on a Recognized Stock Exchange outside of Initiating Investor Holders, the United States; (C) a Demand Registration for any Holders who are not General Atlantic Shareholders or GE Shareholders at any time before a Demand Registration for the GE Shareholders has been effected and (yD) in a Demand Registration if the Initiating Holders propose to sell their Registrable Securities at an aggregate not more price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx XxxdersUS$10,000,000. For purposes of the preceding sentence, the filing of two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. The Company shall not be obligated to take any action pursuant to this Section 3.1 so long as the Company is eligible to use Form S-3 or F-3 or any successor thereto.

Request for Demand Registration. Blackstone Subject to the provisions of the Lock-up Agreements, subsections 2.1.4, 2.1.6 and Section 2.3 hereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.6 outstanding covering the Registrable Securities, at any time and from time to time on or Blackstone after the Closing, (i) the Holders designated by Blackstone of at least fifteen percent (15%) of the then-outstanding number of Registrable Securities or (ii) Cantor, Odeon and their permitted designees (the "Initiating Blackstone “Demanding Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), ”) may each make a written request demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand, a “Demand Registration”). The Company shall, within five (5) Business Days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company Company, such Requesting Holder(s) shall be entitled to register, have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall registerfile a registration statement covering all Registrable Securiites with the SEC to effect Registration, under as soon thereafter as practicable, and such Registration shall be declared effective by the Securities Act SEC not more than thirty (other than 30) days after the Company’s receipt of the Demand Registration requested by the Demanding Holders and Requesting Holders pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATION", the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that Demand Registration. Under no circumstances shall the Company shall not be obligated to effect (x) more than four an aggregate of three (43) such Registrations pursuant to a Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxders. For purposes of the preceding sentence, two Registration under this subsection 2.1.1 with respect to any or more Registration Statements filed in response to one demand shall be counted as one Demand Registrationall Registrable Securities; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand counted for such purposes unless a Registration need be effected by the Company within six (6) months after the effectiveness of Statement on Form S-1 or any similar long-form registration statement pursuant to a Demand Registration. The Company shall not that may be obliged to include more than 10 million Shares available at such time (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"“Form S-1”), the Company may (x) postpone filing a registration statement relating or if available to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such Registration Statement on Form S-3 or any similar short form registration statement to that may be withdrawn available at such time (“Form S-3”), has become effective and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount all of the Registrable Securities proposed requested by the Requesting Holders to be sold and registered on behalf of the intended method Requesting Holders in such Form S-1 or S-3, as the case may be, Registration have been sold, in accordance with Section 3.1 of disposition thereofthis Agreement.

Request for Demand Registration. Blackstone At any time after the earlier to occur of: (i) June 30, 2011 or Blackstone (ii) twelve (12) months after the effectiveness of the Company’s Initial Public Offering, Holders designated by Blackstone of at least 50% of the Registrable Securities then outstanding (the "“Initiating Blackstone Holders"), Wassxxxxxxx xx Wassxxxxxxx Xxxders designated by Wassxxxxxxx (xxe "INITIATING WASSXXXXXXX XXXDERS"), and Heartland or an Investor Stockholder designated by ”) have the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wassxxxxxxx Xxxders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each right to make a written request to the Company to register, and the Company shall use its best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 X-0, X-0 or F-8 or S-8 or any successor thereto) (a "DEMAND REGISTRATION"“Demand Registration”), the number amount of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Company will not be required to effect any Demand Registration unless either (x) the Initiating Holders propose to sell at least 20% of their Registrable Securities or (y) the anticipated gross offering proceeds (calculated before deduction of any underwriting discounts and commissions) exceed US$5,000,000; and provided further, that the Company shall not be obligated (a) to effect (x) more than four two (42) Demand Registrations pursuant to this Section or (b) to effect any Demand Registration if the Company has, within the six (6) month period preceding such request, already effected a Demand Registration or F-3 Registration in which all of the Registrable Securities proposed to be sold by the Initiating Holders or F-3 Initiating Holders were registered and sold pursuant to the registration statement governing such Demand Registrations at Registration or F-3 Registration, as the request case may be, or in which the Holders had an opportunity to participate pursuant to the provisions of Initiating Investor HoldersSection 4, and (y) other than a registration from which all or any portion of the Registrable Securities the Holders requested to be included in the aggregate such registration were excluded or not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wassxxxxxxx Xxxders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wassxxxxxxx Xxxderssold. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be materially detrimental to the Company and its shareholders for such registration to become effective or to remain effective as long as such registration would otherwise be required to remain effective because such action would (x) materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act (each, a "VALID BUSINESS REASON"“Valid Business Reason”), then the Company may may: (xi) postpone filing a registration statement Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than shall such postponement exceed ninety (90) days, days commencing from the date the Company has reasonably decided to postpone filing such Registration Statement; and (yii) in case that a registration statement Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the CompanyCompany primarily for the purpose of postponing filing of Registration Statement, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wassxxxxxxx Xxxector, if applicable, may cause such registration statement Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statementRegistration Statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.