Common use of Request for Demand Registration Clause in Contracts

Request for Demand Registration. To the extent permitted by applicable law and regulations, at any time beginning 180 days after the Initial Public Offering, any Initiating Holder may 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), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than five such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Parties, (ii) 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) 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. To the extent permitted by applicable law and regulations, at At any time beginning 180 days on or after the Initial Public Offeringdate hereof, any Initiating Holder the holders of more than 50% of the Registrable Securities outstanding may 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 (other than pursuant to Act, and under the securities or "blue sky" laws of a Registration Statement on Form S-4 reasonable number of jurisdictions designated by such holder or S-8), in accordance with the terms of this Agreement holders (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated required to effect (i) more than five such three Demand Registrations initiated pursuant to this Section 3. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Partiesrequested registration, (ii) 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretionexcess of three (3) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within three (3) months after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each such request for a Demand Registration by the Initiating Holders shall state the type and 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.

Request for Demand Registration. To the extent permitted by applicable law and regulations, at At any time beginning 180 days commencing (i) ------------------------------- two (2) years from the Closing and terminating seven (7) years from the Closing and (ii) after the Initial Public OfferingCompany has qualified for registration of the Registrable Securities on Form S-3 or any comparable or successor form or forms, any Initiating Holder the Holders may make a written request for registration (such 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), in accordance with the terms of this Agreement (a “Demand Registration”), the number be "Initiating Holders") 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"); provided, however, that the Company shall will not be obligated to effect (i) more than five such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Parties, (ii) 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, effect more than two (2) Demand Registrations at the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result request of the proposed transaction or information Holders pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period7.3. Each Such request for a Demand Registration by shall specify the Initiating Holders shall state the type and 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 Holders holding Registrable Securities (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by a Holder with respect to which the Company has received written requests for inclusion therein within 15 days of the receipt by such 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.

Request for Demand Registration. To the extent permitted by applicable law and regulations, at At any time beginning 180 days after the Initial Public OfferingIPO Effectiveness Date, any Initiating Holder one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee (the "INITIATING HOLDER(S)"), may 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 registration statement on Form S-4 or S-8), in accordance with S-8 or any successor thereto) and under the terms securities or "blue sky" laws of this Agreement any jurisdiction designated by such holder or holders (a “Demand Registration”"DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect more than one (1) Demand Registration pursuant to this Section 3. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be materially adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of (i) more than five one hundred eighty (180) days from the effective date of such Demand Registrations initiated by the Standard General Parties offering or three such Demand Registrations initiated by the Xxxxx Parties, (ii) a Demand Registration if the Initiating Holders propose to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price ninety (calculated based upon the Market Price of the Registrable Securities on 90) days from the date on which of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company receives the written request for such Demand Registration) to the public of less not more than $40,000,000 (calculated prior to once in any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the thenone-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as year period. In addition, the Company may determine in its sole discretionshall not be required to effect any registration within sixty (60) 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by the Initiating Holders Holder(s) shall state the type and 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. To the extent permitted by applicable law and regulations, at At any time beginning 180 days on or after the Initial Public Offeringdate hereof, any Initiating Holder the holders of more than 50% of the Registrable Securities outstanding may 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 (other than pursuant to Act, and under the securities or "blue sky" laws of a Registration Statement on Form S-4 reasonable number of jurisdictions designated by such holder or S-8), in accordance with the terms of this Agreement holders (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated required to effect (i) more than five such two Demand Registrations initiated pursuant to this Section 3. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Partiesrequested registration, (ii) 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretionexcess of three (3) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within three (3) months after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each such request for a Demand Registration by the Initiating Holders shall state the type and 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.

Request for Demand Registration. To the extent permitted by applicable law and regulations, at At any time beginning 180 days after the Initial Public Offeringdate hereof, any Initiating Holder the holders of 25.0% of the outstanding Registrable Securities (determined on an as-converted basis) (the "Stockholders") may 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), in accordance with the terms of this Agreement (a “"Demand Registration”), the number Notice") for registration of Registrable Securities stated in under the Act, and under the securities or blue sky laws of any jurisdiction designated by such requestholder or holders (a "Demand Registration"); provided, however, that the Company shall will not be obligated required to effect (i) more than five such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Parties, (ii) a any Demand Registration if the Initiating Holders propose pursuant to sell Registrable Securities this Section 13.2(a) 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) aggregate anticipated proceeds to the public of holders requesting such registration is less than $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise 3,000,000 but will be required to be disclosed under applicable laweffect an unlimited number of Demand Registrations in which the anticipated aggregate proceeds to the selling holders equal or exceed $3,000,000; provided, (2) further, that the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information will not be required to effect more than one registration pursuant to the Company’s securities trading policies (this section in any six-month period. Upon a “Valid Business Reason”), (x) the Company may postpone filing a 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 request for more than sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending shall use its best efforts to prepare and file with the SEC, as soon as reasonably practicable, a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act (or supplementing such any successor rule or similar provision then in effect) (a "Shelf Registration Statement Statement") registering the resale from time to time by the Stockholders thereof of their Registrable Securities (in which case, if the Valid Business Reason no longer exists or if more than sixty "Demand Shelf Registration"). Within fifteen (15) days have passed since such postponementafter the receipt of the Demand Notice, 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 thereof to all Designated Stockholders of its determination holders holding Registrable Securities and include in such registration all Registrable Securities held by a holder thereof with respect to postpone filing, amending or supplementing a Registration Statement and which the Company has received written requests for inclusion therein at least ten (10) days prior to the filing of the fact Demand Shelf Registration. The Company represents and warrants that, except as set forth on Schedule 13.2, no Person (other than the holders of Series A Stock) currently is, and covenants that the Valid Business Reason for such postponement no longer existsPerson shall ever be, in each case, promptly after the occurrence thereof. Notwithstanding anything entitled to the contrary contained herein, the Company may not postpone a filing, amendment or supplement piggy-back registration rights on any Demand Registration under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) 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 thereof13.2.

Request for Demand Registration. To the extent permitted by applicable law and regulations, at any time beginning 180 days that the Company is not eligible to use Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities after [date that is 6 months from date of this Agreement], the Initial Public Offering, any Initiating Holder Holders may 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), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than five two such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx PartiesRegistrations, (ii) 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) 20,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such 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). For purposes of the preceding sentence, two or more Registration Statements related to the same offering by virtue of Rule 462(b) filed in response to one demand shall be counted as one Demand Registration. In addition, 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 proposed material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, law and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty ninety 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than sixty ninety 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days once in any twelvesix-month period or (ii) 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. To the extent permitted by applicable law and regulations, at At any time beginning 180 days after the Initial Public OfferingIPO ------------------------------- Effectiveness Date and prior to the time the Company is eligible to file a Registration Statement on Form S-3 or any successor thereto, (i) one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee, or (ii) any Time Stockholder (each group under (i) or (ii), the "Initiating Holder Holders") may 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), in accordance with the terms of this Agreement 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 (i) more than five one Demand Registration for the General Atlantic Stockholders and more than one Demand Registration for Time 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 Registration Statement. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such Demand Registrations initiated request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the Standard General Parties or three such Demand Registrations initiated by requested registration to the Xxxxx Parties, (ii) 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 material detriment 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as Company, then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretionexcess of four (4) months from the date of such request, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within one hundred twenty (120) 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) 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. 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. To the extent permitted by applicable law and regulationsSubject to Section 2.12, at any time and from time to time beginning 180 on the earlier of (x) 45 days after the Initial Public Offeringdate hereof and (y) 5 days after the initial Shelf Registration contemplated by Section 2.02 is declared effective by the Commission, any Initiating a Requesting Holder (or Requesting Holders, as the case may be) may make a written request (a “Demand Registration Notice”) 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), in accordance with the terms of this Agreement (a “Demand Registration”)Agreement, the number of Registrable Securities stated in such requestrequest (a “Demand Registration”); provided, however, and subject to the provisions of Section 2.12, that the Company shall not be obligated to effect (i) more than five two such Demand Registrations initiated by in the Standard General Parties aggregate on behalf of all Holders or three such Demand Registrations initiated by the Xxxxx Parties, (ii) a any Demand Registration if (A) with respect to which the Initiating Holders propose Requesting Holder (or Requesting Holders, as the case may be) proposes to sell Registrable Securities in such Demand Registration 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 $40,000,000 20 million (calculated prior after giving effect to any reduction by an underwriter withdrawals pursuant to Section 3(e2.01(e)) unless such Demand Registration includes all of the then-then outstanding Registrable Securities the applicable Initiating Holder or (iii) any Securities; provided, however, that such Demand Registration within under this Section 2.01(a)(ii)(A) shall not be considered a Demand Registration for the Specified Period (or such shorter period as the Company may determine in its sole discretionpurposes of Section 2.01(a)(i) if, after the effective date of any other a Demand Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). In additionbecomes effective, if (1) such Demand Registration is interfered with by any stop order or other order of the Board Commission or Governmental Authority, or (2) if the Maximum Offering Size determined in accordance with Section 2.01(f) is less than fifty percent (50%) of Directors, in its good faith judgment, determines that any registration the number of Registrable Securities should not of the Requesting Holder(s) sought to be made included in such Demand Registration, or continued because it would materially impede(B) if the Registrable Securities that the Requesting Holder (or Requesting Holders, delay or interfere with any proposed financing, offer as the case may be) proposes to sell in such Demand Registration are already covered by an existing and effective Shelf Registration Statement which may be utilized for the offering and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required Registrable Securities requested to be disclosed under applicable law, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day periodregistered. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Initiating Holders case may be) shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Subject to this Section 2.01, the Company shall effect such Demand Registration using a non-shelf Registration Statement on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3 pursuant to Section 2.02.

Request for Demand Registration. To the extent permitted by applicable law and regulations, at At any time beginning 180 days after the Initial Public OfferingClosing, any Initiating Holder the undersigned may 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 registration statement on Form S-4 or S-8), in accordance with S-8 or any successor thereto) and under the terms securities or "blue sky" laws of this Agreement any jurisdiction designated by the undersigned (a “"Demand Registration”"), the number of Registrable Securities shares of Common Stock Issued at Conversion, as defined in the Certificate of Designation, stated in such requestrequest ("Registrable Securities"); provided, however, that the Company shall not be obligated to effect (i) more than five such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Parties, one (ii1) a Demand Registration if the Initiating Holders propose pursuant to sell this Section 5 or to effect any Demand Registration for Registrable Securities in such Demand Registration at having 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 $40,000,000 (calculated prior 1,000,000. If at the time of any request to any reduction by an underwriter register Registrable Securities pursuant to this Section 3(e5(a)) unless such Demand Registration includes all , the Company is engaged in, or has fixed plans to engage in within 30 days of the then-outstanding Registrable Securities time of such request, a registered public offering or is engaged in any other activity which, in the applicable Initiating Holder or (iii) any such Demand Registration within good faith determination of the Specified Period (or such shorter period as Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretion) excess of three months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within 90 days after the effective date of any other Registration Statement registration statement of the Company (other than a Registration Statement on Form S-4 or S-8). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by the Initiating Holders undersigned shall state the type and 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. To the extent permitted by applicable law and regulationsSubject to Section 2.12, at any time beginning 180 days and from time to time after the Initial Public Offeringconsummation of the Company Spin-Off, any Initiating a Requesting Holder (or Requesting Holders, as the case may be) may make a written request (a “Demand Registration Notice”) 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), in accordance with the terms of this Agreement (a “Demand Registration”)Agreement, the number of Registrable Securities stated in such requestrequest (a “Demand Registration”); provided, however, and subject to the provisions of Section 2.12, that the Company shall not be obligated to effect (i) more than five three (3) such Demand Registrations initiated by in the Standard General Parties aggregate or three such Demand Registrations initiated by the Xxxxx Parties, (ii) a any Demand Registration if (A) with respect to which the Initiating Holders propose Requesting Holder (or Requesting Holders, as the case may be) proposes 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 $40,000,000 40 million (calculated prior after giving effect to any reduction by an underwriter withdrawals pursuant to Section 3(e2.01(e)) unless such Demand Registration includes all of the then-then outstanding Registrable Securities the applicable Initiating Holder or (iii) any Securities; provided, however, that such Demand Registration within under this Section 2.01(a)(ii)(A) shall not be considered a Demand Registration for the Specified Period (or such shorter period as the Company may determine in its sole discretionpurposes of Section 2.01(a)(i) if, after the effective date of any other a Demand Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). In additionbecomes effective, if (1) such Demand Registration is interfered with by any stop order or other order of the Board Commission or Governmental Authority, or (2) if the Maximum Offering Size determined in accordance with Section 2.01(f) is less than fifty percent (50%) of Directors, in its good faith judgment, determines that any registration of the Registrable Securities should not of the Requesting Holder(s) sought to be made included in such Demand Registration, or continued because it would materially impede(B) if the Registrable Securities that the Requesting Holder (or Requesting Holders, delay or interfere with any proposed financing, offer as the case may be) proposes to sell in such Demand Registration are already covered by an existing and effective Shelf Registration Statement which may be utilized for the offering and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required Registrable Securities requested to be disclosed under applicable law, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day periodregistered. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Initiating Holders case may be) shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Subject to this Section 2.01, the Company shall effect such Demand Registration using a non-shelf Registration Statement on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3 pursuant to Section 2.02.

Request for Demand Registration. To the extent permitted by applicable law and regulations, at any time beginning 180 days that the Company is not eligible to use Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities after March 1, 2011, the Initial Public Offering, any Initiating Holder Holders may 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), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than five two such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx PartiesRegistrations, (ii) 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) 20,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such 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). For purposes of the preceding sentence, two or more Registration Statements related to the same offering by virtue of Rule 462(b) filed in response to one demand shall be counted as one Demand Registration. In addition, 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 proposed material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, law and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty ninety 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than sixty ninety 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days once in any twelvesix-month period or (ii) 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. To the extent permitted by applicable law and regulations, at At any time beginning 180 days after the Initial Public Offering------------------------------- date hereof, any Initiating Holder so long as the Purchasers own Registrable Securities, on an as-converted basis, equal to at least 1/3 of the Shares, then the holders of 25.0% of the outstanding Registrable Securities (the "Stockholders") may 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), in accordance with the terms of this Agreement (a “"Demand Registration”), the number Notice") for registration of Registrable Securities stated in under the Act, and under the securities or blue sky laws of any jurisdiction designated by such requestholder or holders (a "Demand Registration"); provided, howeverthat the Company -------- will not be required to effect more than three Demand Registrations in the aggregate at the request of the holders of Registrable Securities pursuant to this Section 9.2(a); provided, further, that the Company -------- ------- shall not be required to effect more than one registration pursuant to this section in any six-month period. Notwithstanding the foregoing, the Company shall not be obligated required to effect (i) more than five such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Parties, (ii) a any Demand Registration if unless the Initiating Holders propose to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price (calculated based upon proceeds to the Market Price of the Registrable Securities on the date on which the Company receives the written selling holders would equal or exceed $5,000,000. Upon a request for such Demand Registration) to the public of less than $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending shall use its best efforts to prepare and file with the SEC, as soon as reasonably practicable, a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Act (or supplementing such any successor rule or similar provision then in effect) (a "Shelf Registration Statement Statement") registering the resale from time to time by the Stockholders thereof of their Registrable Securities (in which case, if the Valid Business Reason no longer exists or if more than sixty "Demand Shelf Registration"). Within fifteen (15) days have passed since such postponementafter the receipt of the Demand Notice, 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 thereof to all Designated Stockholders of its determination holders holding Registrable Securities and include in such registration all Registrable Securities held by a holder thereof with respect to postpone filing, amending or supplementing a Registration Statement and which the Company has received written requests for inclusion therein at least ten (10) days prior to the filing of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) 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 thereofShelf Registration.

Request for Demand Registration. To the extent permitted by applicable law and regulations, at At any time beginning 180 days after during the Initial Public Offeringeighteen (18) month period commencing six (6) months from the initial Close, any Initiating Holder subject to extension as provided in Section 6.5 hereof, the Holders holding more than 50% of the Registrable Securities then held by of the Holders may 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), in accordance with the terms of this Agreement (a “Demand Registration”), the number be "Initiating Holders") 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"); provided, however, that the Company shall will not be obligated to effect (i) more than five such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Parties, (ii) 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, effect more than two (2) Demand Registrations at the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result request of the proposed transaction or information Holders pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period6.3. Each Such request for a Demand Registration by shall specify the Initiating Holders shall state the type and 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. To Subject to the extent permitted by applicable law terms and regulationsconditions of this Agreement, upon the earlier of (i) March 31, 2021 and (ii) the date the Board of Directors determines to abandon the strategic alternatives process announced in its earnings release for the quarter ended September 30, 2019 (the “Specified Date”), a Requesting Holder (or Requesting Holders, as the case may be) holding Registrable Securities with a liquidation preference or market value (calculated based on the good faith estimate of the Requesting Holder) of at any time beginning 180 days after the Initial Public Offeringleast $20 million (or, any Initiating Holder if less, all such Registered Holder’s Registrable Securities) may make a written request (a “Demand Registration Notice”) 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), in accordance with the terms of this Agreement (a “Demand Registration”)Agreement, the number of Registrable Securities stated in such requestrequest (a “Demand Registration”); provided, however, and subject to the provisions of Section 2.12, that the Company shall not be obligated to effect (i) more than five such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Parties, (ii) a any Demand Registration if the Initiating Holders propose Registrable Securities that the Requesting Holder (or Requesting Holders, as the case may be) proposes to sell Registrable Securities in such Demand Registration at are already covered by an anticipated aggregate existing and effective Shelf Registration Statement which may be utilized for the offering price (calculated based upon the Market Price and sale 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required requested to be disclosed under applicable law, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day periodregistered. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Initiating Holders case may be) shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. The Company shall effect such Demand Registration using the appropriate SEC form.

Request for Demand Registration. To the extent permitted by applicable law and regulations, at At any time beginning 180 days and from time to time after the Initial Public Offeringearlier to occur of (x) the Closing Date or (y) the occurrence of a Triggering Event, any the Holders holding at least a majority of the Registrable Securities held by all Holders (the "Initiating Holder Holders"), may make a written request to the Company to register, and the Company shall register, under the Securities Act and the securities or blue sky laws of any jurisdiction designated by such Initiating Holders (other than pursuant to each, a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than five four (4) such Demand Registrations initiated by the Standard General Parties or three and no more than one such Demand Registrations initiated by Registration in any 12-month period; provided, further, that notwithstanding the Xxxxx Partiesforegoing, (ii) each registration in respect to a Demand Registration if the Initiating Holders propose to sell must include Registrable Securities having an aggregate market value of at least $10,000,000 (based on the Current Market Value of such Registrable Securities to be included 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all filing of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such 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-8registration statement). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or because Each such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by the Initiating Holders in respect thereof shall state the type and amount of the Registrable Securities proposed to be sold and specify the intended method of disposition thereof, the jurisdictions in which registration is desired and that the request is for a Demand Registration under this Section 7.1(a). Within five (5) days after the receipt of such request, the Company shall give written notice thereof to all other Holders holding Registrable Securities. Any such Holder may, within 10 days after such notice is given, request in writing that all of such Holder's Registrable Securities, or any portion thereof designated by such Holder, be included in the registration. Each request from a Holder shall specify the number of Registrable Securities to be registered and the jurisdictions in which registration is desired. The failure of any Holder to respond within such 10-day period shall be deemed to be a waiver of such Holder's rights under this Section 7.1(a) with respect to such Demand Registration. Any Holder may waive its rights under this Section 7.1(a) prior to the expiration of such 10-day period by giving written notice to the Company, with a copy to the Initiating Holders. If a Holder sends the Company a written request for inclusion of part or all of such Holder's Registrable Securities in a registration, such Holder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company in its sole discretion unless, as a result of facts or circumstances arising after the date on which such request was made relating to the Company or to market conditions, such Holder reasonably determines that participation in such registration would have a material adverse effect on such Holder. Notwithstanding anything to the contrary in this Section 7.1(a), at any time after the Company is, and for so long as the Company continues to be, eligible to use Form S-3 (or any successor form thereto) under the Securities Act for registration of the resale of Registrable Securities, the Company shall not be obligated to effect more than three (3) Demand Registrations under this Section 7.1(a). On the date that the Company becomes so eligible to use Form S-3 (or any successor form thereto) under the Securities Act, the Company shall notify each Holder in writing of such eligibility, and shall represent and warrant to each Holder in writing that, as of such date, the Company meets the requirements for use of Form S-3 (or any such successor form thereto) for registration of the resale of Registrable Securities and does not have any knowledge or reason to believe that it would not continue to meet such requirements or any actual knowledge of any fact which would reasonably result in its not meeting such requirements. The Company shall immediately notify each Holder in writing in the event that such representation shall cease to be true and correct in any respect, whereupon the number of Demand Registrations which the Company is obligated to effect under this Section 7.1(a) shall be increased to four (4) (less any Demand Registrations previously used).

Request for Demand Registration. To the extent permitted by applicable law and regulationsSubject to Section 2.11, at any time, and from time beginning 180 days after to time, a Requesting Holder (or Requesting Holders, as the Initial Public Offering, any Initiating Holder case may be) may make a written request (a “Demand Registration Notice”) 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), in accordance with the terms of this Agreement (a “Demand Registration”)Agreement, the number of Registrable Securities stated in such request; request (a “Demand Registration”), provided, however, and subject to the provisions of Section 2.11, that the Company shall not be obligated to effect (i) more than five three (3) such Demand Registrations initiated by in any 12-month period in the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Parties, aggregate for all Requesting Holders and (ii) a any Demand Registration if with respect to which the Initiating Holders propose Requesting Holder (or Requesting Holders, as the case may be) proposes 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) 50 million unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any Securities; provided, however, that such Demand Registration within shall not be considered a Demand Registration for the Specified Period purposes of subclause (or such shorter period as the Company may determine in its sole discretiona)(i) above if, after the effective date of any other a Demand Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). In additionbecomes effective, if (1) the Board of Directors, in its good faith judgment, determines that such Demand Registration is interfered with by any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization stop order or other significant transaction involving order of the Company Commission or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable lawother Governmental Authority, or (2) if the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and Maximum Offering Size determined in accordance with Section 2.01(f) is less than fifty percent (350 %) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation Registrable Securities of the Registration StatementRequesting Holder(s) relating sought to a Demand Registration until be included in such Valid Business Reason no longer exists, but in no event for more than sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Initiating Holders case may be) shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Subject to this Section 2.01, the Company shall effect such Demand Registration on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3.

Request for Demand Registration. To the extent permitted by applicable law and regulations, at At any time beginning 180 days after the Initial Public OfferingIPO Effectiveness Date, any each of (i) one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee, (ii) one or more of the Major Stockholders as a group, acting through Xxxxxx or his written designee, or (iii) one or more of the Demand Stockholders, acting through its representative identified on the instrument executed by it in the form attached hereto as Exhibit A or such representative's written designee (the "Initiating Holder Holders"), may 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), in accordance with the terms of this Agreement 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 (i) more than five one Demand Registration for the General Atlantic Stockholders, one Demand Registration for the Major Stockholders and one Demand Registration for each of the Demand 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 Registration Statement. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within 90 days of the time of such Demand Registrations initiated request, a registered public offering or is engaged in or has fixed plans to engage in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected in any material respect by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Partiesrequested registration, (ii) 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretion) excess of three months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) 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. 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. To the extent permitted by applicable law and regulations, at At any time beginning 180 days after the Initial conversion of the Series C Preferred Stock in connection with a Public Offering, any Initiating the Holder may 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 registration statement on Form S-4 or S-8), in accordance with S-8 or any successor thereto) and under the terms securities or "blue sky" laws of this Agreement any jurisdiction designated by such Holder (a “Demand Registration”"DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; provided, however, that the . The Company shall not be obligated to effect (i) more than five one (1) Demand Registration pursuant to this Section 3 on Form S-1 under the Securities Act or any successor form or similar long-form registration or, if available, on Form S-2 or S-3 or any similar short-form registration. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within sixty (60) days of the time of such Demand Registrations initiated request, a Public Offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be materially adversely affected by the Standard General Parties or three such Demand Registrations initiated by requested registration to the Xxxxx Parties, (ii) 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 material detriment 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as Company, then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretionexcess of ninety (90) days from the effective date of such offering or the date of completion of such other material activity, as the case may be. In addition, the Company shall not be required to effect more than one registration on behalf of all persons who have been granted registration rights by the Company in any 12 month period or any registration within one hundred twenty (120) 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)Company. In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each A 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. 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. To the extent permitted by applicable law and regulations, at At any time beginning 180 days ------------------------------- on or after the Initial Public Offeringdate hereof, any Initiating Holder the holders of more than 50% of the Registrable Securities outstanding may 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 (other than pursuant to Act, and under the securities or "blue sky" laws of a Registration Statement on Form S-4 reasonable number of jurisdictions designated by such holder or S-8), in accordance with the terms of this Agreement holders (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company ------------------- -------- ------- shall not be obligated required to effect (i) more than five such two Demand Registrations initiated pursuant to this Section 3. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Partiesrequested registration, (ii) 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretionexcess of three (3) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within three (3) months after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each such request for a Demand Registration by the Initiating Holders shall state the type and 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.

Request for Demand Registration. To the extent permitted by applicable law and regulations, at any time beginning 180 days that Insmed is not eligible to use Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities after May 30, 2011, the Initial Public Offering, any Initiating Holder Holders may make a written request to the Company Insmed to register, and the Company Insmed shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company Insmed shall not be obligated to effect (i) more than five two (2) such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx PartiesRegistrations, (ii) 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 Insmed receives the written request for such Demand Registration) to the public of less than $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) 10,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as the Company Insmed may determine in its sole discretion) after the effective date of any other Registration Statement of the Company Insmed (other than a Registration Statement on Form S-4 or S-8). For purposes of the preceding sentence, two or more Registration Statements related to the same offering by virtue of Rule 462(b) filed in response to one demand shall be counted as one Demand Registration. In addition, 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 proposed material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company Insmed or because such registration would require the Company Insmed to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, law and (2) the Company Insmed has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company Insmed may postpone filing a 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 sixty (60) 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 has been filed relating to a Demand Registration, the Company Insmed may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than sixty (60) 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 Insmed shall give written notice to all Designated Stockholders Shareholders of its determination to postpone filing, amending or supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company Insmed may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days once in any twelve-month period or twelve (ii) for more than 60 days in any rolling 90-day 12)-month 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. To the extent permitted by applicable law and regulations, at At any time beginning 180 days after twelve months following the Initial Public OfferingIPO Effectiveness Date, any Initiating Holder the General Atlantic Stockholders may make a written request to the Company to register, and register (such General Atlantic Stockholders making such request being referred to hereinafter as the Company shall register"Initiating Holders"), under the Securities Act (other than pursuant to a Registration Statement on Form S-4 and under the securities or S-8), in accordance with the terms "blue sky" laws of this Agreement (a “Demand Registration”)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 Holders of at least $5,000,000 (a "Demand Registration"). The Company shall use 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. The Company shall not be required to effect more than one (1) Demand Registration at the request of the General Atlantic Stockholders pursuant to this Section 3. Notwithstanding the foregoing, if the amount of Registrable Securities stated requested by 9 6 the Initiating Holders to be included in a Demand Registration is reduced pursuant to Section 3(d) or 4(a), then a Demand Registration shall not be deemed to have been effected at the request of such Initiating Holders. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within three (3) months of the time of such request; provided, howevera registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be obligated required to effect (i) more than five such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Parties, (ii) 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period three (or such shorter period as the Company may determine in its sole discretion3) months after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) 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. 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. Each of the Designated Holders (other than the Initiating Holders) may, pursuant to and as limited by Section 4 hereof, offer its Registrable Securities under any such Demand Registration pursuant to this Section 3.

Request for Demand Registration. To the extent permitted by applicable law and regulations, at (a) At any time beginning 180 days after the Initial Public Offering, any Initiating Holder may make a written request to the Company to registertime, and from time to time, Designated Holders holding at least twenty five percent (25%) of the Company outstanding Registrable Securities (the "Initiating Holders") shall register, under have the Securities Act (other than pursuant right to a Registration Statement on Form S-4 or S-8)request, in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, howeverwriting, that the Company shall file with the SEC a registration statement pursuant to Rule 415 of the 1933 Act (the "Shelf Registration Statement") on Form S-3 (or any successor form thereto), or if Form S-3 may not be obligated to effect (i) more than five such Demand Registrations initiated used by the Standard General Parties Company pursuant to applicable law, on Form S-1 (or three such Demand Registrations initiated by any successor form thereto), with respect to the Xxxxx Partiesresale, (ii) a Demand Registration if the Initiating Holders propose from time to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Market Price time, covering all, but not less than all, of the Registrable Securities on held by the date on which the Company receives the written request for such Demand Registration) to the public of less Designated Holders, provided that Designated Holders may not effect more than $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and three (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information registrations on Form S-1 pursuant to this Section 3.1. The Company shall file the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a Shelf Registration Statement no later than thirty (but not the preparation of the Registration Statement30) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than sixty days have passed since such postponement, following request from 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 such 30th day, the prompt amendment or supplement of such Registration Statement"Required Filing Date"). The Company shall give written notice of the filing of each of Shelf Registration Statements at least fifteen (15) days prior to filing each such Registration Statement to all Designated Stockholders Holders and shall include in such Registration Statements all Registrable Securities of any Designated Holder that has delivered a written request to the Company to include its determination Registrable Securities 5 days prior to postpone filingthe filing date of the applicable Registration Statement. The disposition of Registrable Securities from the Shelf Registration Statement may occur, amending at any time, in one or supplementing more underwritten offerings, block transactions, broker transactions, at-market transactions or in such other manner or manners as may be specified by the applicable Designated Holders. Notwithstanding the above, if the Company is required to file the Registration Statement on a Form S-1, then the Company shall have sixty (60) days from the date of the request from the Initiating Shareholders to prepare and file the Registration Statement and of the fact that the Valid Business Reason for such postponement no longer existsRequired Filing Date shall be, in each such case, promptly the sixtieth (60th) day after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by from the Initiating Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofHolders.

Request for Demand Registration. To the extent permitted by applicable law and regulations, at At any time beginning 180 days commencing on the later of (i) six (6) months after the IPO Effectiveness Date or (ii) expiration of the underwriters’ lock-up period applicable to the Initial Public Offering, any Initiating Designated Holder may 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)S-8 or any successor thereto) (each, in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect more than two (2) such Demand Registrations for TH and its Permitted Transferees and two (2) such Demand Registrations for PCLN SUB and its Permitted Transferees. If at the time of any request to register Registrable Securities pursuant to this Section 6.02(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board, would be adversely affected in any material respect by the Demand Registration, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of ninety (90) days from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one (1) year period. In addition, the Company shall not be required to file any registration statement (i) more than five such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Parties, within ninety (ii90) 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more if the Designated Holder requesting such registration (the “Initiating Holder”) proposes to sell Registrable Securities at an aggregate price (calculated based on the Market Price of the Registrable Securities on the date of filing of the Registration Statement in respect of Registrable Securities) to the public of less than 60 days in any rolling 90-day periodUS$10,000,000. Each request for a Demand Registration by the Initiating Holders Holder 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. To the extent permitted by applicable law and regulations, at At any time beginning 180 days after the consummation of the Initial Public Offering, if the Company is not eligible to use Form S-3 (or any successor form thereto) in connection with public offering of its securities, then one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee (the "Initiating Holder Holders"), may 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), in accordance with the terms of this Agreement S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect (i) effect more than five two such Demand Registrations initiated by for the Standard General Parties Atlantic Stockholders, or three such Demand Registrations initiated by the Xxxxx Parties, (ii) effect a Demand Registration if unless the Initiating Holders propose to sell Registrable Securities in such Demand Registration at to be included therein have an anticipated aggregate offering sale price (calculated based upon the Market Price of the Registrable Securities on the date on which of filing of the Company receives the written request for Registration Statement with respect to such Demand Registration) to the public of less than at least $40,000,000 (calculated prior 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 Registration Statement. If at the time of any reduction by an underwriter request to register Registrable Securities pursuant to this Section 3(e3(a)) unless such Demand Registration includes all , the Company is engaged in, or has fixed plans to engage in, within 60 days of the then-outstanding Registrable Securities time of such request, a registered public offering or is engaged in any other activity which, in the applicable Initiating Holder or (iii) any such Demand Registration within good faith determination of the Specified Period (or such shorter period as Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretionexcess of three months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any six month period. In addition, the Company shall not be required to effect any registration within 90 days (or 180 days in the case of the Company's Initial Public Offering) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) 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. To the extent permitted by applicable law and regulations, at At any time beginning 180 days after the Initial Public Offeringdate of this Agreement, any each of (i) PPGL, (ii) FEL, or (iii) one or more of the Demand Stockholders, acting through its representative identified on the instrument executed by it in the form attached hereto as Exhibit A or such representative's written designee (the "Initiating Holder Holders"), may 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), in accordance with any form for which the terms of this Agreement Company then qualifies and deems appropriate (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than five one Demand Registration for PPGL, one Demand Registration for the FEL and one Demand Registration for each of the Demand 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 Registration Statement. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within 90 days of the time of such Demand Registrations initiated request, a registered public offering or is engaged in or has fixed plans to engage in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected in any material respect by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Partiesrequested registration, (ii) 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretion) excess of three months from the effective date of such offering or the date of completion of such other material activity, as the case may be; provided, however, that the Company shall not exercise such right to delay a request more than three times and for more than a total of 90 days in any one-year period. In addition, the Company shall not be required to effect any registration within 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) 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. 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. To the extent permitted by applicable law and regulations, at At any time beginning 180 days after during an Exercise Period (as defined below) (except that such period shall be extended for a period of time equal to the Initial Public Offeringperiod during which any request to register Registrable Securities has been delayed as set forth below), any Initiating Holder the Shareholders holding more than twenty-five percent (25%) of the Registrable Securities then held by all of the Shareholders (and/or their transferees) pursuant to the Merger Agreements may make a written request for registration (such Designated Holders making such request being deemed to the Company be "Initiating Holders") of up to register, and the Company shall register, 1,000,000 shares of Registrable Securities under the Securities Act and under the securities or "blue sky" laws of any jurisdiction designated by such holder or holders (other a "Demand Registration"). If more than 1,000,000 shares are, pursuant to the request of the Initiating Holders and the approval of the Company in its sole discretion, included in a Demand Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement during an Exercise Period (a “Demand Registration”as defined below), the number of Registrable Securities stated for which the Designated Holders may request a Demand Registration in subsequent Exercise Periods shall be reduced by the number of shares registered in excess of 1,000,000, divided by the number of Exercise Periods remaining. The Shareholders shall be entitled to one Demand Registration during each Exercise Period. An Exercise Period shall mean any of the following, except as set forth below: (a) from the date hereof through December 31, 1998; (b) from January 1, 1999 to December 31, 1999; or (c) from January 1, 2000 to the second anniversary of the date of this Agreement or such later date that such Registrable Securities become eligible for sale pursuant to Rule 144(k), but in no event later than December 31, 2000. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request; provided, howevera registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of four (4) months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any Exercise Period. In addition, the Company shall not be obligated required to effect (i) more than five such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Parties, (ii) 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each such request for a Demand Registration by the Initiating Holders shall state the type and 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. Subject to Section 3(d), the Company and, at the Company's election, any other holders of shares of Common Stock with contractual registration rights, may include in the Demand Registration requested pursuant to this Section 3 any shares of Common Stock which it or they shall determine so to include and the consent of Initiating Holders shall not be required with respect thereto.

Request for Demand Registration. To the extent permitted by applicable law and regulations, at At any time beginning 180 days after the Initial Public OfferingClosing Date until the fifth (5th) anniversary of the Closing Date, any holder or holders of greater than twenty-five percent (25%) of the outstanding Registrable Securities (the "Initiating Holder Holder(s)") may 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), in accordance with S-8 or any successor form thereto) and under the terms securities or "blue sky" laws of this Agreement any jurisdiction designated by such holder or holders (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than five such two (2) Demand Registrations initiated pursuant to this Section 3. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the Standard General Parties or three such Demand Registrations initiated by requested registration to the Xxxxx Parties, (ii) 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 serious detriment 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as Company, then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretionexcess of six (6) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by the Initiating Holders Holder(s) shall state the type and 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. To the extent permitted by applicable law and regulationsSubject to Section 2.11, at any time, and from time beginning 180 days after the Initial Public Offeringto time, a Requesting Holder that is a Ten Percent Holder (along with any Initiating other Requesting Holder that is also a Ten Percent Holder) may make up to three (3) written requests (each, a written request “Demand Registration Notice”) 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), in accordance with the terms of this Agreement Agreement, the number of Registrable Securities stated in each such request (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, and subject to the provisions of Section 2.11, that the Company shall not be obligated to effect (i) more than five two (2) such Demand Registrations initiated by in any 12-month period in the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Parties, aggregate for all Requesting Holders and (ii) a any Demand Registration if with respect to which such Requesting Holder (or Requesting Holders, as the Initiating Holders propose case may be) proposes to sell Registrable Securities (including any Registrable Securities proposed to be sold by other Holders pursuant to Section 2.01(c)) 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) 150 million unless such Demand Registration includes all at least 20% of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any Securities; provided, however, that such Demand Registration within shall not be considered a Demand Registration for the Specified Period purposes of subclause (or such shorter period as the Company may determine in its sole discretiona)(i) above if, after the effective date of any other a Demand Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). In additionbecomes effective, if (1) the Board of Directors, in its good faith judgment, determines that such Demand Registration is interfered with by any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization stop order or other significant transaction involving order of the Company Commission or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable lawother Governmental Authority, or (2) if the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and Maximum Offering Size determined in accordance with Section 2.01(f) is less than seventy-five percent (375 %) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information Registrable Securities sought to be included in such Demand Registration by the Requesting Holder(s) and by other Holders pursuant to the Company’s securities trading policies (a “Valid Business Reason”Section 2.01(c), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Initiating Holders case may be) shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof; provided, that a Demand Registration shall not provide for an offering on a delayed or continuous or “shelf” basis and such Registrations shall be required only in accordance with Section 2.02. Subject to this Section 2.01 and Section 1.02(a)(vii), the Company shall effect such Demand Registration on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3. For the avoidance of doubt, a Holder that, together with its Affiliates, does not beneficially own (without giving effect to the existence of any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision)) at least 10% of the outstanding Common Stock, may not join with another such Holder to reach the 10% threshold required to exercise demand registration rights pursuant to this Section 2.01; provided, that, after such demand registration rights are exercised, any such Holders and their Affiliates may join with another Holder to reach either the 20% threshold or $150 million threshold for purposes of this Section 2.01.

Request for Demand Registration. To the extent permitted by applicable law and regulations, at At any time beginning 180 days after the Initial Public OfferingIPO Effectiveness Date, if the Company is not eligible to use Form S-3 (or any successor form thereto) in connection with a public offering of its securities, then one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee (the "Initiating Holder Holders"), may 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), in accordance with the terms of this Agreement 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 (i) more than five two such Demand Registrations initiated for the General Atlantic Stockholders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Registration Statement. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within 60 days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be materially adversely affected by the Standard General Parties or three such Demand Registrations initiated by requested registration to the Xxxxx Parties, (ii) 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 material detriment 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as Company, then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretion) after excess of three months from the effective date of any such offering or the date of completion of such other Registration Statement of material activity, as the case may be, such right to delay a request to be exercised by the Company (other not more than a Registration Statement on Form S-4 or S-8)once in any six month period. In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) 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.be

Request for Demand Registration. To One or more of the extent permitted by applicable law and regulationsGeneral Atlantic Shareholders as a group, at any time beginning 180 days after acting through GAP or its written designee (the Initial Public Offering"Initiating Holders"), any Initiating Holder may 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 F-4, S-4 or S-8)ox X-0 xx any successor thereto and other than solely pursuant to a Registration Statement on Form F-6) (each, in accordance with the terms of this Agreement (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided. Notwithstanding the foregoing, however, that the Company shall not be obligated to effect (i) more than five such two Demand Registrations initiated by for the Standard General Parties or three such Demand Registrations initiated by the Xxxxx PartiesAtlantic Shareholders, collectively; and (ii) a Demand Registration if the Initiating Holders propose to sell their 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 the Demand Registration) to the public of for less than $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all 10,000,000. For purposes of the then-outstanding Registrable Securities the applicable Initiating Holder preceding sentence, two or (iii) any such more Registration Statements filed in response to one demand shall be counted as one 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)Registration. In addition, if (1) If the Board of DirectorsDirectors of the Company, 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 in any material respect with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or merger or other significant material transaction or activity 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but for a reasonable period not in no event for more than sixty excess of ninety (90) days after from the date when of notice provided in the Demand Registration was requested ormanner described below, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Company's Board of Directors, such majority to include at least one General Atlantic Director (as defined in the Participation Agreement), may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration 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 supplementing withdraw a Registration Statement Statement, before taking any such action and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, exists promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing, amendment or supplement filing under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days once in any twelve-twelve (12) month period or (ii) 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. To the extent permitted by applicable law and regulations, at At any time beginning 180 days after the Initial Public OfferingIPO Effectiveness Date, any (i) one or more of the General Atlantic Shareholders as a group, acting through GAP LLC or its written designee, (ii) one or more of the JMI Shareholders as a group, acting through JMI or its written designee or (iii) the Pulaski Shareholders as a group, acting through Pulaski (the "Initiating Holder Holder(s)") may 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 registration statement on Form S-4 or S-8), in accordance with S-8 or any successor thereto) and under the terms securities or "blue sky" laws of this Agreement any jurisdiction designated by such holder or holders (a “Demand Registration”"DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than five such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Parties, one (ii1) a Demand Registration if for each of the Initiating Holders propose General Atlantic Shareholders, the JMI Shareholders and the Pulaski Shareholders pursuant to sell Registrable Securities in this Section 3; provided, further, however, that the Company shall not be obligated to effect more than one such Demand Registration in any twelve month period. If at an anticipated aggregate offering price the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within thirty (calculated based upon the Market Price 30) days of the Registrable Securities on time of such request, a registered public offering or is engaged in any other activity which, in the date on which good faith determination of the Company receives Board of Directors of the written request for such Demand Registration) Company, would be adversely affected by the requested registration to the public of less than $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all material detriment of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as Company, then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretionexcess of three (3) months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by the Initiating Holders Holder(s) shall state the type and amount of the Registrable Securities proposed to 10 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. To the extent permitted by applicable law and regulations, at any time beginning 180 days after the Initial Public Offeringtime, any Initiating Holder may 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), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than five such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx PartiesRegistrations, (ii) a Demand Registration if the such Initiating Holders propose Holder proposes 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 $40,000,000 25,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, law and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty forty-five (45) 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than sixty forty-five (45) days have passed since such postponement, the Initiating Holders Holder 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 forty-five (45) days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by the 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 Crestview (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. To the extent permitted by applicable law and regulations, at At any time beginning and from time to time following 180 days after the Initial Public Offeringclosing of the Qualified IPO, any Initiating a Requesting Holder (or Requesting Holders, as the case may be) may make a written request (a “Demand Registration Notice”) 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), in accordance with the terms of this Agreement (a “Demand Registration”)Agreement, the number of Registrable Securities stated in such request; Demand Registration Notice (a “Demand Registration”), provided, however, that the Company shall not be obligated to effect (i) more than five four (4) such Demand Registrations initiated by and Underwritten Shelf Take-Downs, taken together, in any 12-month period in the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Parties, aggregate for all Requesting Holders and (ii) a any Demand Registration if with respect to which the Initiating Holders propose Requesting Holder (or Requesting Holders, as the case may be) proposes 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) [ ] million unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any Securities; provided, further, that such Demand Registration within shall not be considered a Demand Registration for the Specified Period purposes of subclause (or such shorter period as the Company may determine in its sole discretiona)(i) above if, after the effective date of any other a Demand Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). In additionbecomes effective, if (1) such Demand Registration is interfered with by any stop order or other order of the Board of DirectorsCommission or other Governmental Authority, or (2) if the Maximum Offering Size determined in its good faith judgment, determines that any registration accordance with Section 2.02(f) is less than the amount of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required Requesting Holder(s) sought to be disclosed under applicable law, (2) the Company has a bona fide business purpose for preserving the confidentiality of included in such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Initiating Holders case may be) shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Subject to this Section 2.02, the Company shall effect such Demand Registration on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3.

Request for Demand Registration. To the extent permitted by applicable law and regulationsAny Designated Holder may, at any time beginning 180 days after the Initial Public Offeringtime, any Initiating Holder may 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), in accordance with any form for which the terms of this Agreement Company then qualifies and deems appropriate (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more any Demand Registration for less than five such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Partiesan aggregate of US$10,000,000 in Registrable Securities, (ii) a more than two (2) Demand Registration if the Initiating Holders propose to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price Registrations (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 $40,000,000 (calculated prior to including any reduction by an underwriter F-3 Registrations pursuant to Section 3(e)5 hereof) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating during any calendar year for any Designated Holder or (iii) in any such case, more than four (4) Demand Registrations (including any F-3 Registrations pursuant to Section 5 hereof) in total under this Agreement, provided, further, that any Designated Holder shall not be entitled to request any Demand Registration within after the Specified Period (fourth anniversary of the date hereof. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Registration Statement. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Board of Directors makes a good faith determination that the filing of such shorter period Registration Statement would adversely affect the Company and its shareholders, as a whole, in any material respect, then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretion) excess of 90 days from the date of receipt of the Demand Registration; provided, however, that the Company shall not exercise such right to delay a request more than two times or for more than a total of 90 days during any period of 365 days. In addition, the Company shall not be required to effect any registration within 180 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by the Initiating Holders Designated Holder shall state the type and 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 use its commercially reasonable efforts to 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. To the extent permitted by applicable law and regulations, at At any time beginning and from time to time following 180 days after the Initial Public Offeringclosing of the Qualified IPO, any Initiating and subject to Section 2.12, a Requesting Holder (or Requesting Holders, as the case may be) may make a written request (a “Demand Registration Notice”) 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), in accordance with the terms of this Agreement (a “Demand Registration”)Agreement, the number of Registrable Securities stated in such request; request (a “Demand Registration”), provided, however, and subject to the provisions of Section 2.12, that the Company shall not be obligated to effect (i) more than five three (3) such Demand Registrations initiated by in any 12-month period in the Standard General Parties or three such Demand Registrations initiated by the Xxxxx Parties, aggregate for all Requesting Holders and (ii) a any Demand Registration if with respect to which the Initiating Holders propose Requesting Holder (or Requesting Holders, as the case may be) proposes 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) 50 million unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any Securities; provided, however, that such Demand Registration within shall not be considered a Demand Registration for the Specified Period purposes of subclause (or such shorter period as the Company may determine in its sole discretiona)(i) above if, after the effective date of any other a Demand Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). In additionbecomes effective, if (1) the Board of Directors, in its good faith judgment, determines that such Demand Registration is interfered with by any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization stop order or other significant transaction involving order of the Company Commission or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable lawother Governmental Authority, or (2) if the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and Maximum Offering Size determined in accordance with Section 2.02(f) is less than fifty percent (350%) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation Registrable Securities of the Registration StatementRequesting Holder(s) relating sought to a Demand Registration until be included in such Valid Business Reason no longer exists, but in no event for more than sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Initiating Holders case may be) shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Subject to this Section 2.02, the Company shall effect such Demand Registration on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3.

Request for Demand Registration. To the extent permitted by applicable law and regulations, at At any time beginning 180 days after the Initial Public OfferingIPO ------------------------------- Effectiveness Date and prior to the time the Company is eligible to file a Registration Statement on Form S-3 or any successor thereto, any one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee, (the "Initiating Holder Holders") may 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), in accordance with the terms of this Agreement 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 (i) more than five -------- ------- one Demand Registration for the General Atlantic 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 Registration Statement. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such Demand Registrations initiated request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the Standard General Parties or three such Demand Registrations initiated by requested registration to the Xxxxx Parties, (ii) 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 material detriment 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 $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as Company, then the Company may determine at its option direct that such request be delayed for a reasonable period not in its sole discretionexcess of four (4) months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within one hundred twenty (120) 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) 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. 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. To At any time, one or more of the extent permitted by applicable law and regulationsGeneral Atlantic Stockholders as a group, at any time beginning 180 days after acting through GAP LLC or its written designee (the Initial Public Offering"INITIATING HOLDER(S)"), any Initiating Holder may 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 registration statement on Form S-4 or S-8), in accordance with S-8 or any successor thereto) and under the terms securities or "blue sky" laws of this Agreement any jurisdiction designated by such holder or holders (a “Demand Registration”"DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect more than one (1) Demand Registration pursuant to this Section 3. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be materially adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of (i) more than five one hundred eighty (180) days from the effective date of such Demand Registrations initiated by the Standard General Parties offering or three such Demand Registrations initiated by the Xxxxx Parties, (ii) a Demand Registration if the Initiating Holders propose to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price ninety (calculated based upon the Market Price of the Registrable Securities on 90) days from the date on which of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company receives the written request for such Demand Registration) to the public of less not more than $40,000,000 (calculated prior to once in any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the thenone-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as year period. In addition, the Company may determine in its sole discretionshall not be required to effect any registration within sixty (60) 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). In addition, 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 proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other 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, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “Valid Business Reason”), (x) the Company may postpone filing a 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 sixty 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 has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration 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 supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by the Initiating Holders Holder(s) shall state the type and 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.