Common use of Request for Demand Registration Clause in Contracts

Request for Demand Registration. At any time and from time to time on or after (i) the Effective Date with respect to the Private Units (or underlying shares of Common Stock) and Loan Securities, (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject the IPO Escrow Agreement, or (iii) three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Playboy Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-IPO Investors, on the one hand, or the Playboy Investors, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written demand, on no more than three occasions in any twelve month period for each of the Pre-IPO Investors and the Playboy Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one (1) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and from time to time on or after (i) the Effective Date date that Mountain Crest consummates a Business Combination, with respect to Registrable Securities the Pre-IPO Investors shall receive upon the conversion of the Private Units (or underlying shares of Common Stock) securities), Loan Securities (or underlying securities), and Loan all other Registrable Securities, (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject the IPO Escrow Agreement, or (iii) three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Playboy Investors, the holders of a majority-in-interest of such the Registrable Securities held by the Pre-IPO Investors, on the one hand, or the Playboy Investors, on the other handSecurities, as the case may be, held by such the Investors, officers or directors of the Mountain Crest or their affiliates, or the transferees of such the Investors, may make a written demand, on no more than three occasions in any twelve month period for each of the Pre-IPO Investors and the Playboy Investorstwo occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will Pubco shall notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Pubco within five fifteen (515) days after the receipt by the holder of the notice from the CompanyPubco. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company Pubco shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and from time to time on or after (i) the Effective Date date that Parent consummates a Business Combination with respect to the Private Units (or underlying shares of Common Stock) and Loan Registrable Securities, (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject the IPO Escrow Agreement, or (iii) three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Playboy Investors, the holders of a majority-in-interest of such the Registrable Securities held by the Pre-IPO Investors, on the one hand, or the Playboy Investors, on the other handSecurities, as the case may be, held by such Investorsthe Holders, officers or directors of the Parent or their affiliates, or the transferees of such Investorsthe Holders, may make a written demand, on no more than three occasions in any twelve month period for each of the Pre-IPO Investors and the Playboy Investorstwo occasions, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”); provided, however, that the Purchaser shall only be obligated to effect a Demand Registration if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company Purchaser will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Purchaser within five fifteen (515) days after the receipt by the holder of the notice from the CompanyPurchaser. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company Purchaser shall not be obligated to effect more than an aggregate of one two (12) Demand Registration Registrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and from time to time on Blackstone or after (i) the Effective Date with respect to the Private Units (or underlying shares of Common Stock) and Loan Securities, (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject the IPO Escrow Agreement, or (iii) three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement Blackstone Holders designated by Blackstone (the “Lock-up Agreement”) with respect to all Registrable Securities held "Initiating Blackstone Holders"), Xxxxxxxxxxx or Xxxxxxxxxxx Holders designated by Xxxxxxxxxxx (the "Initiating Xxxxxxxxxxx Holders"), and Heartland or an Investor Stockholder designated by the Playboy InvestorsHeartland Entities (the "Initiating Investor Holders," each of the Initiating Blackstone Holders, the holders of a majority-in-interest of such Registrable Securities held by Initiating Xxxxxxxxxxx Holders and the Pre-IPO Investors, on the one hand, or the Playboy Investors, on the other hand, Initiating Investor Holders shall be known as the case may be, held by such Investors, or the transferees of such Investors"Initiating Holders," as appropriate), may each make a written demandrequest to the Company to register, on no more than three occasions in any twelve month period for each of the Pre-IPO Investors and the Playboy InvestorsCompany shall register, for registration under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "Demand Registration", the number of all Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Xxxxxxxxxxx Holders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Xxxxxxxxxxx Holders. For purposes of the preceding sentence, two or part more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of their an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable SecuritiesSecurities should not be made or continued because it would materially interfere with any material financing, as acquisition, corporate reorganization or merger or other material transaction involving the case may be Company (a “"Valid Business Reason"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration”), if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Xxxxxxxxxxx Director, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. Any demand The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall specify state the number amount of shares of the Registrable Securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one (1) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At Subject to the provisions of the Lock-up Agreements, subsections 2.1.4, 2.1.6 and Section 2.3 hereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.6 outstanding covering the Registrable Securities, at any time and from time to time on or after (i) the Effective Date with respect to the Private Units (or underlying shares of Common Stock) and Loan Securities, (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject the IPO Escrow Agreement, or (iii) three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Playboy Investorstime, the holders Holders of at least a majority-in-interest of such the then-outstanding number of Registrable Securities held by (the Pre-IPO Investors, on the one hand, or the Playboy Investors, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, “Demanding Holders”) may make a written demand, on no more than three occasions in any twelve month period demand for each of the Pre-IPO Investors and the Playboy Investors, for registration under the Securities Act Registration of all or part of their Registrable Securities, as which written demand shall describe the case may amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand, a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify shall, within five (5) Business Days of the Company’s receipt of the Demand Registration, notify, in writing, all holders other Holders of Registrable Securities of the such demand, and each holder Holder of Registrable Securities who thereafter wishes to include all or a portion of such holderHolder’s Registrable Securities in the a Registration pursuant to a Demand Registration (each such holder including shares Holder that includes all or a portion of such Holder’s Registrable Securities in such registrationRegistration, a “Demanding Requesting Holder”) shall so notify the Company Company, in writing, within five (5) days Business Days after the receipt by the holder Holder of the notice from the Company. Upon receipt by the Company of any such requestwritten notification from a Requesting Holder(s) to the Company, the Demanding Holders such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than thirty (30) days after the Company’s receipt of the Demand Registration, subject the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to Section 2.1.4 and such Demand Registration. Under no circumstances shall the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one three (13) Registrations pursuant to a Demand Registration under this Section subsection 2.1.1 in with respect of to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement on Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”), or if available to the Company, a Registration Statement on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”), has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 or S-3, as the case may be, Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Demand Registration. At any time and from time to time on or after (i) the Effective Date with respect to the Private Units (or underlying shares of Common Stock) and Loan Securities, (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject the IPO Escrow Agreement, or (iii) three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement The Designated Holders (the “Lock-up AgreementInitiating Holders”) with respect to all Registrable Securities held by the Playboy Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-IPO Investors, on the one hand, or the Playboy Investors, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written demandrequest to the Company to register, on no more than three occasions and the Company shall register in any twelve month period for each accordance with the terms of this Agreement, the sale of the Pre-IPO Investors and the Playboy Investors, for registration number of Registrable Securities stated in such request under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), at the election of all the Initiating Holders, (i) on Form S-1 or part of their Registrable Securitiesany similar long-form registration (a “Long-Form Registration”) or (ii) on Form S-3 or any similar short-form registration (other than a Shelf Registration), as if such a short-form is then available to the case may be Company (a “Short-Form Registration” and, together with a Long-Form Registration, a “Demand Registration”); provided, however, that the Company shall not be obligated to effect: (A), (1) an Initial Public Offering caused by the Alden Members pursuant to Section 10.2(d) of the Operating Agreement prior to the fifth anniversary of the date hereof, (2) with respect to any IPO Effectiveness Date occurring prior to the fifth anniversary of the date hereof, any Demand Registration by the Alden Members prior to the date that is six months after such IPO Effectiveness Date, (3) any Demand Registration by the Smulyan Members with respect to any Initial Public Offering prior to the later of (I) date that is six months after the IPO Effectiveness Date or (II) such time as the Alden Members no longer own any Series A Preferred Interests (as defined in the Operating Agreement) or Junior Subordinated Notes (as defined in the Operating Agreement), (4) any Demand Registration by any transferee of the Primary Stockholders (other than a Permitted Transferee) or (5) more than one such Demand Registration with respect to each of the Alden Members and the Smulyan Members thereby within any six-month period; or (B) a Demand Registration if the Initiating Holders propose to sell their Registrable Securities (and including any other Registrable Securities included pursuant to Section 3.3) at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities and including any Registrable Securities subject to any applicable over-allotment option) to the public of less than (x) $25,000,000 in the case of a Long-Form Registration or (y) $15,000,000 in the case of a Short-Form Registration. Any For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand for a Long-Form Registration shall be counted as one Long-Form Registration. Each request for a Demand Registration by the Initiating Holders shall specify state the number amount of shares of the Registrable Securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Initiating Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate unlimited number of one (1) Demand Registration under this Section 2.1.1 in respect of all Registrable SecuritiesShort-Form Registrations.

Request for Demand Registration. At any time and from time to time on or after (i) the Effective Date with respect to the Private Units (or underlying shares of Common Stock) and Loan Securities, (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject to the IPO Escrow Agreement, or (iiiii) three months prior to the first possible date on which the restrictions on transfer will may lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to the Private Units (or underlying securities), all Registrable Securities held by the Playboy InvestorsAlps Holdco Shareholders, the holders of a majority-in-interest of such Registrable Securities held by (x) the Pre-IPO BC Investors, on the one hand, or (y) the Playboy InvestorsAlps Holdco Shareholders, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written demand, on no more than three occasions one occasion in any twelve month period for each of the Pre-IPO BC Investors and the Playboy InvestorsAlps Holdco Shareholders, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company Pubco will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company Pubco within five ten (510) days after the receipt by the holder of the notice from the CompanyPubco. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company Pubco shall not be obligated to effect more than an aggregate of two (2) Demand Registrations (up to one (1) Demand Registration initiated by a majority-in-interest of the Pre-BC Investors, and up to one (1) Demand Registration initiated by a majority-in-interest of the Alps Holdco Shareholders) under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time time, and from time to time on or after time, (i) IM Holders holding at least a majority of the Effective Date with respect to the Private Units (or underlying shares of Common Stock) and Loan Securities, (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject the IPO Escrow Agreement, or (iii) three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all outstanding Registrable Securities held by the Playboy InvestorsIM Holders (the “Initiating IM Holders”) may make a written request to the Company to register, and the Company shall register, in accordance with the terms of this Agreement, the holders sale of the number of Registrable Securities stated in such request under the Securities Act (other than pursuant to a majorityRegistration Statement on Form S-4 or S-8), at the election of the Initiating IM Holders, on Form S-1 or any similar long-inform registration (a “Long-interest Form Registration”) and (ii) (x) the Initiating IM Holders, (y) CA Holders holding at least a majority of such the outstanding Registrable Securities held by the Pre-IPO InvestorsCA Holders (the “Initiating CA Holders”) or (z) Sponsor Holders holding at least a majority of the outstanding Registrable Securities held by the Sponsor Holders (the “Initiating Sponsor Holders” and the Initiating Sponsor Holders, on the one handInitiating IM Holders, or the Playboy InvestorsInitiating CA Holders, individually as applicable, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act on Form S-3 or any similar short-form registration (other than a Shelf Registration), if such a short-form is then available to the Company (a “Short-Form Registration” and, together with a Long-Form Registration, a “Demand Registration”); provided, however, that the Company shall not be obligated to effect (A) more than three such Long-Form Registrations for such Initiating IM Holder(s) and (B) a Demand Registration if the applicable Initiating Holders propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the other handdate of filing of the Registration Statement with respect to such Registrable Securities and including any Registrable Securities subject to any applicable over-allotment option) to the public of less than (x) $10,000,000.00 in the case of a Long-Form Registration or (y) $5,000,000.00 in the case of a Short-Form Registration. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand for a Long-Form Registration shall be counted as one Long-Form Registration. Each request for a Demand Registration by any Initiating Holders shall state the amount of the Registrable Securities proposed to be included and the intended method of disposition thereof. Each of the Initiating IM Holders, the Initiating CA Holders and the Initiating Sponsor Holders, as the case may be, held by such Investors, or the transferees of such Investors, may make a written demand, on no more than three occasions in any twelve month period for each of the Pre-IPO Investors and the Playboy Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect no more than an aggregate of one (1) Demand Short-Form Registration under this Section 2.1.1 in respect of all Registrable Securitiesevery six months.

Request for Demand Registration. At any time and from time to time on or after (i) the Effective Date with respect to the Private Units (or underlying shares of Common Stock) and Loan Securities, (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject to the IPO Escrow Agreement, or (iiiii) three months prior to the first possible date on which the restrictions on transfer will may lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to the Private Units (or underlying securities), all Registrable Securities held by the Playboy InvestorsAlps Global Shareholders, the holders of a majority-in-interest of such Registrable Securities held by (x) the Pre-IPO BC Investors, on the one hand, or (y) the Playboy InvestorsAlps Global Shareholders, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written demand, on no more than three occasions one occasion in any twelve month period for each of the Pre-IPO BC Investors and the Playboy InvestorsAlps Global Shareholders, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five ten (510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations (up to one (1) Demand Registration initiated by a majority-in-interest of the Pre-BC Investors, and up to one (1) Demand Registration initiated by a majority-in-interest of the Alps Global Shareholders) under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time after six months following the IPO Effectiveness Date, the Wilsxx Xxxckholders, the General Atlantic Stockholders, the Partners Stockholders, the Alltel Stockholders, the FUCP Stockholders, the BT Stockholders or the Motorola Stockholders may make a written request to the Company to register (each of such Wilsxx Xxxckholders, General Atlantic Stockholders, Partners Stockholders, Alltel Stockholders, FUCP Stockholders, BT Stockholders or Motorola Stockholders making such request being referred to hereinafter as the "Initiating Holder"), under the Securities Act and from time under the securities or "blue sky" laws of any jurisdiction reasonably designated by such holder or holders, the number of Registrable Securities, the offer and sale of which shall result in net proceeds (after expenses and underwriting commissions and discounts) to time on or such Initiating Holder of at least $5,000,000 (a "Demand Registration"), and 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; provided, however, that the Company shall not be required to effect more than one Demand Registration at the request of the Wilsxx Xxxckholders, two Demand Registrations at the request of the General Atlantic Stockholders, one Demand Registration at the request of the Partners Stockholders, one Demand Registration at the request of the Alltel Stockholders, one Demand Registration at the request of the FUCP Stockholders, one Demand Registration at the request of the BT Stockholders and two demands at the request of the Motorola Stockholders, and provided further that, if (ix) the Effective Date with respect Initiating Holder is a Motorola Stockholder, (y) the Motorola Stockholders' Registrable Securities may not then be sold pursuant to Rule 144 under the Securities Act (whether or not subject to the Private Units volume limitations thereof), and (or underlying shares z) the Motorola Stockholders request the registration of Common Stock) and Loan all of their Registrable Securities, (ii) then the Company shall be required to effect a Demand Registration at the request of the Motorola Stockholders even if the offer and sale of all of the Motorola Stockholders' Registrable Securities shall result in end proceeds to the Motorola Stockholders of less than $5,000,000. For purposes of the preceding sentence, two or more registration statements 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 three months prior 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 requested registration to the first possible Release Date with respect to material detriment of the Initial Shares Company, then the Company may at is option direct that are Registrable Securities and subject the IPO Escrow Agreement, or (iii) such request be delayed for a reasonable period not in excess of three months prior to from the first possible effective date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Playboy Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-IPO Investors, on the one hand, offering or the Playboy Investors, on the date of completion of such other handmaterial activity, as the case may be, held such right to delay a request to be exercised by such Investors, or the transferees of such Investors, may make a written demand, on no Company not more than three occasions once in any twelve month period for each of the Preone-IPO Investors and the Playboy Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”)year period. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such requestIn addition, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated required to effect more than an aggregate of one (1) any Demand Registration under this Section 2.1.1 in respect within three months after the effective date of all Registrable Securities.any other Registration Statement of the Company. Notwithstanding the foregoing, a Demand Registration may not be initiated by:

Request for Demand Registration. At any time time, and from time to time on or after (i) time, Holders holding at least a majority of the Effective Date with respect to the Private Units (or underlying shares of Common Stock) and Loan Securities, (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are outstanding Registrable Securities and subject the IPO Escrow Agreement, or (iii) three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up AgreementInitiating Holders”) with respect to all Registrable Securities held by the Playboy Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-IPO Investors, on the one hand, or the Playboy Investors, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written demandrequest to the Company to register, on no more than three occasions and the Company shall register, in any twelve month period for each accordance with the terms of this Agreement, the sale of the Pre-IPO Investors and the Playboy Investors, for registration number of Registrable Securities stated in such request under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), at the election of all the Initiating Holders, (i) on Form S-1 or part of their Registrable Securitiesany similar long-form registration (a “Long-Form Registration”) or (ii) on Form S-3 or any similar short-form registration (other than a Shelf Registration), as if such a short-form is then available to the case may be Company (a “Short-Form Registration” and, together with a Long-Form Registration, a “Demand Registration”). Any demand for a Demand Registration shall specify ; provided, however, that the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect (A) more than an aggregate of one three such Long-Form Registrations for such Initiating Holder(s) and (1B) a Demand Registration under this Section 2.1.1 if the Initiating Holders propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities and including any Registrable Securities subject to any applicable over-allotment option) to the public of less than (x) $20,000,000.00 in respect the case of all a Long-Form Registration or (y) $5,000,000.00 in the case of a Short-Form Registration. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand for a Long-Form Registration shall be counted as one Long-Form Registration. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable SecuritiesSecurities proposed to be included and the intended method of disposition thereof. The Initiating Holders shall be entitled to no more than one Short-Form Registration every six months.

Request for Demand Registration. At any time and from time to time on or after (i) the Effective Date with respect to the Private Units (or underlying shares of Common Stock) and Loan Securitiessecurities), (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject to the IPO Escrow Agreement, or (iii) three months prior to the first possible date on which the restrictions on transfer will may lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Playboy Tomorrow Crypto Investors, the holders of a majority-in-interest of such Registrable Securities held by (x) the Pre-IPO BC Investors, on the one hand, or (y) the Playboy Tomorrow Crypto Investors, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written demand, on no more than three two occasions in any twelve month period for each of the Pre-IPO BC Investors and the Playboy Tomorrow Crypto Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five ten (510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations (up to one (1) Demand Registration initiated by a majority-in-interest of the Pre-BC Investors, and up to one (1) Demand Registration initiated by a majority-in-interest of the Tomorrow Crypto Investors) under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and from time to time on or after (i) the Effective Date with respect to the Private Units (or underlying shares of Common Stock) and Loan Securities, (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject the IPO Escrow Agreement, or (iiiii) three months prior to the first possible date on which the restrictions on transfer will lapse under the Locklock-up Agreement agreement entered into by the Reservoir Investors in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Playboy Reservoir Investors, the holders of a majority-in-interest of such Registrable Securities held by the Pre-IPO BC Investors, on the one hand, or the Playboy Reservoir Investors, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written demand, on no more than three occasions in any twelve month period for each of the Pre-IPO BC Investors and the Playboy Reservoir Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one (1) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At any time and from time to time on or after (i) the Effective Date with respect to the Private Units (or underlying shares of Common Stock) and Loan Securitiessecurities), (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject to the IPO Escrow Agreement, or (iii) three months prior to the first possible date on which the restrictions on transfer will may lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Playboy SoundHound Investors, the holders of a majority-in-interest of such Registrable Securities held by (x) the Pre-IPO BC Investors, on the one hand, or (y) the Playboy SoundHound Investors, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written demand, on no more than three two occasions in any twelve month period for each of the Pre-IPO BC Investors and the Playboy SoundHound Investors, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five ten (510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations (up to one (1) Demand Registration initiated by a majority-in-interest of the Pre-BC Investors, and up to two (2) Demand Registrations initiated by a majority-in-interest of the SoundHound Investors) under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. At Subject to Section 6(a), at any time and from time to time on or after (i) following the Effective Initial Demand Registration Date with respect to the Private Units (or underlying shares of Common Stock) and Loan Securities, (ii) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject the IPO Escrow Agreement, or (iii) three months prior to the first possible date on which the restrictions on transfer will lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to all Registrable Securities held by the Playboy InvestorsOaktree Stockholders, the holders of a majority-in-interest of such Registrable Securities held by Apollo Stockholders, the Pre-IPO Investors, on the one hand, Sankaty Stockholders or the Playboy Investors, on the other handOther 10% Investor Stockholders, as the case may be, held by such InvestorsOaktree Stockholder, or Apollo Stockholder, Sankaty Stockholder and/or Other 10% Investor Stockholder will have the transferees of such Investorsright (collectively, may the “Demand Initiating Holders”) to make a written demandrequest to the Company to register, on no more than three occasions and the Company shall register in any twelve month period for each accordance with the terms of this Agreement, the sale of the Pre-IPO Investors and the Playboy Investors, for registration number of Registrable Securities stated in such request under the Securities Act of all (other than pursuant to a Registration Statement on Form S-4 or part of their Registrable SecuritiesS-8), as the case may be on Form S-1 or any similar long-form registration (a “Demand Registration”); provided, however, that the Company shall not be obligated to effect: (A) more than three Demand Registrations in the case of the Oaktree Stockholders, more than two Demand Registrations in the case of the Apollo Stockholders, more than one Demand Registration in the case of the Sankaty Stockholders and more than one Demand Registration in the case of each of the additional Other 10% Investor Stockholders; (B) a Demand Registration if within the 12-month period preceding the date of the written request for a Demand Registration the Company has effected either (1) two Demand Registrations (including registrations effected pursuant to Section 3(b) and Section 5(b)) or (2) one Demand Registration (including registrations effected pursuant to Section 3(b) and Section 5(b)) and another registration statement of the Company under the Securities Act with respect to the Common Stock has been declared effective within the 12-month period preceding such written request for such Demand Registration and at least $50 million of the then outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) a Demand Registration if the Demand Initiating Holders propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities and including any Registrable Securities subject to any applicable over-allotment option) to the public of less than, in the case of the Initial Public Offering, $100 million, and in the case of any offering other than the Initial Public Offering, $50 million, or (D) during the pendency of a Suspension Period. Any demand For purposes of the preceding sentence, two or more Registration Statements filed in response to one request for a Demand Registration shall specify be counted as one Demand Registration. Each request for a Demand Registration by the number Demand Initiating Holders shall state the amount of shares of the Registrable Securities proposed to be sold and the intended method(s) method of distribution disposition thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such requestIn addition, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of one (1) any Demand Registration under this (including registrations effected pursuant to Section 2.1.1 3(b) and Section 5(b)) during the period starting with the date that is 60 days prior to the Company’s board of directors’ good faith estimate of the date of filing of, and ending on the date that is 90 days after the effective date of, a Company initiated registration statement, provided that the Company is actively employing in respect good faith all commercially reasonable efforts to cause such registration to become effective and the Company has complied with the requirements of all Registrable SecuritiesSection 4.