Common use of Request for Demand Registration Clause in Contracts

Request for Demand Registration. (a) Following the Effective Date, the PG Investor shall have the right to make a written request from time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by the PG Investor. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Each such demand shall be required to be in respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, in which case such demand may only be made in respect of all Registrable Securities held by such Holders; provided that a Demand Registration shall not be counted for purposes of the limitation set forth in Section 3.1.1(d) or Section 3.2.5(c) unless and until the Demand Registration has become effective and the PG Investor registers and sells at least 75% of the Registrable Securities requested to be included in such Registration. (b) Each Demand Registration Request shall specify (i) the aggregate amount of Registrable Securities to be registered and (ii) the intended method or methods of disposition thereof. (c) Upon receipt of a Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “Demand Registration Statement”) relating to such Demand Registration, and use its commercially reasonable efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Act. (d) The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the current fiscal quarter of the Company (unless otherwise consented to by the Board of Directors of the Company).

Request for Demand Registration. (a) Following the Effective Date, each of the PG Intel Investor, the TPG Investor and the TB Investor shall have the right to make a written request from time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by the PG Investorsuch Holder. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Each such demand shall be required to be in respect of at least $50 100 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, in which case such demand may only be made in respect of all Registrable Securities held by such Holders; provided provided, that a Demand Registration shall not be counted for purposes of the limitation set forth in Section 3.1.1(d) 3.1.2 or Section 3.2.5(c) unless and until the Demand Registration has become effective and the PG Investor registers Demanding Holders are able to register and sells sell at least 75% of the Registrable Securities requested to be included in such Registrationregistration. (b) Each Demand Registration Request shall specify (ix) the aggregate amount of Registrable Securities to be registered and (iiy) the intended method or methods of disposition thereof. (c) Upon receipt of a Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “Demand Registration Statement”) relating to such Demand Registration, and use its commercially reasonable efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Act. (d) The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the current fiscal quarter of the Company (unless otherwise consented to by the Board of Directors of the Company).

Request for Demand Registration. (a) Following At any time on or after the Effective Datedate hereof, the PG Investor shall have the right to make a written request from time to time (a “Demand Registration Request”) to the Company for Registration holders of all or part of the Registrable Securities held by the PG Investor. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Each such demand shall be required to be in respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, in which case such demand may only be made in respect of all Registrable Securities held by such Holders; provided that a Demand Registration shall not be counted for purposes of the limitation set forth in Section 3.1.1(d) or Section 3.2.5(c) unless and until the Demand Registration has become effective and the PG Investor registers and sells at least 75more than 50% of the Registrable Securities requested outstanding may make a written request for registration (such Designated Holders making such request being deemed to be included in such Registration. (b"Initiating Holders") Each Demand Registration Request shall specify (i) the aggregate amount of Registrable Securities to be registered and (ii) the intended method or methods of disposition thereof. (c) Upon receipt of a Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “Demand Registration Statement”) relating to such Demand Registration, and use its commercially reasonable efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Act. , and under the securities or "blue sky" laws of a reasonable number of jurisdictions designated by such holder or holders (d) The a "Demand Registration"); provided, however, that the Company shall not be obligated to take any action required to effect more than three Demand Registrations pursuant to this Section 3. If at the time of any Demand Registration if a Demand Registration was declared effective request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or an Underwritten Shelf Takedown was consummated has fixed plans to engage in within the current fiscal quarter ninety (90) days of the Company (unless otherwise consented to by 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 requested registration, 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 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. Each such request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof 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. (a) Following the Effective Date, the PG TPG Investor shall have the right to make a written request from time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by the PG TPG Investor. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Each such demand shall be required to be in respect of at least $50 100 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, in which case such demand may only be made in respect of all Registrable Securities held by such Holders; provided that a Demand Registration shall not be counted for purposes of the limitation set forth in Section 3.1.1(d) 3.1.2 or Section 3.2.5(c) unless and until the Demand Registration has become effective and the PG TPG Investor registers and sells at least 75% of the Registrable Securities requested to be included in such Registration. (b) Each Demand Registration Request shall specify (i) the aggregate amount of Registrable Securities to be registered and (ii) the intended method or methods of disposition thereof. (c) Upon receipt of a Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “Demand Registration Statement”) relating to such Demand Registration, and use its commercially reasonable efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Act. (d) The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the current fiscal quarter of the Company (unless otherwise consented to by the Board of Directors of the Company).

Request for Demand Registration. At any time commencing (ai) Following ------------------------------- two (2) years from the Effective DateClosing and terminating seven (7) years from the Closing and (ii) after the Company has qualified for registration of the Registrable Securities on Form S-3 or any comparable or successor form or forms, the PG Investor shall have the right to Holders may make a written request from time for registration (such Holders making such request being deemed to time be "Initiating Holders") of Registrable Securities under the 1933 Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by such Holder or Holders (a “"Demand Registration"); provided, the Company will not be required to effect more than two (2) Demand Registrations at the request of the Holders pursuant to this Section 7.3. Such request for a Demand Registration Request”) to shall specify the Company for Registration of all or part amount of the Registrable Securities held by proposed to be sold, the PG Investorintended method of disposition thereof and the jurisdictions in which registration is desired. Any such Registration pursuant to Upon a request for a Demand Registration Request Registration, the Company shall hereinafter be referred promptly take such steps as are necessary or appropriate to as a “Demand Registration.” Each such demand shall be required prepare for the registration of the Registrable Securities to be in respect registered. Within 15 days after the receipt of at least $50 million in anticipated aggregate net proceeds from such request, the Company shall give written notice thereof to all shares sold pursuant to such Registration other Holders holding Registrable Securities (including after giving effect to net proceeds expected to be received by any Holder that participates the "Non-Initiating Holders") and include in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, in which case such demand may only be made in respect of registration all Registrable Securities held by such Holders; provided that a Demand Registration shall not be counted Holder with respect to which the Company has received written requests for purposes inclusion therein within 15 days of the limitation set forth in Section 3.1.1(d) or Section 3.2.5(c) unless and until the Demand Registration has become effective and the PG Investor registers and sells at least 75% receipt by such Holder of the Registrable Securities requested to be included in such Registration. (b) written notice. Each Demand Registration Request such request shall specify (i) the aggregate amount number of Registrable Securities to be registered and (ii) registered, the intended method or methods of disposition thereofthereof and the jurisdictions in which registration is desired. (c) Upon receipt of a Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “Demand Registration Statement”) relating to such Demand Registration, and use its commercially reasonable efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Act. (d) The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the current fiscal quarter of the Company (unless otherwise consented to by the Board of Directors of the Company).

Request for Demand Registration. At any time any of the Insurance Partners Stockholders (athe "Initiating Holders") Following the Effective Date, the PG Investor shall have the right be entitled to make a written request from time to time (a “Demand Registration Request”) to in writing that the Company for Registration use its best efforts to effect the registration under the Securities Act, and under the securities or "blue sky" laws of any jurisdiction designated by such Initiating Holders, of all or part of the such Initiating Holders' Registrable Securities held by the PG Investorin accordance with this Section 3 (a "Demand Registration"). Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Each such demand shall be required to be in respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, in which case such demand may only be made in respect of all Registrable Securities held by such Holders; provided that request for a Demand Registration shall not specify the amount of Registrable Securities proposed to be counted sold and the intended method of disposition thereof. Upon receiving a request for purposes a Demand Registration, the Company will promptly, but in no event more than 10 days after the receipt from the Initiating Holders of a request for a Demand Registration, give written notice of such Demand Registration to all of the limitation set forth Insurance Partners Stockholders (other than the Initiating Holders) and all holders of (x) the 1992 Common Stock Purchase Warrants and (y) the CentreLine Warrant (the "Other Rightholders"), and thereupon will, as provided in Section 3.1.1(d) or Section 3.2.5(c) unless and until 6, use its best efforts to effect the Demand Registration has become effective and registration under the PG Investor registers and sells at least 75% Securities Act of the Registrable Securities requested to be included in such Registration. (b) Each Demand Registration Request shall specify (i) the aggregate amount of Registrable Securities which the Company has been so requested by the Initiating Holders to be registered register and (ii) all other shares of Common Stock which the Company has been requested in writing to register by such Insurance Partners Stockholders and Other Rightholders (which requests shall specify the number of shares of Common Stock proposed to be sold and the intended method or methods of disposition thereof. (c) Upon receipt thereof and shall be given to the Company within 30 days after the giving of a such written notice of the Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “Demand Registration Statement”) relating to such Demand Registration, and use its commercially reasonable efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Act. (d) The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the current fiscal quarter of the Company (unless otherwise consented to by the Board of Directors of the Company).

Request for Demand Registration. (a) Following the Effective Date, each of the PG TPG Investor, the Summit Investor, the Silversmith Investor and the CEO, on behalf of the Management Investors, shall have the right to make a written request from time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by the PG Investorsuch Holder. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.;” provided, that a Demand Registration shall not be counted for purposes of the limitation set forth in Section 3.1.2 or Section 3.2.5(c) unless and until the Demand Registration has become effective and the Demanding Holders are able to register and sell at least 75% of the Registrable Securities requested to be included in such registration. Each such demand shall be required to be in respect of at least $50 100 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, in which case such demand may only be made in respect of all Registrable Securities held by such Holders; provided that a Demand Registration shall not be counted for purposes of the limitation set forth in Section 3.1.1(d) or Section 3.2.5(c) unless and until the Demand Registration has become effective and the PG Investor registers and sells at least 75% of the Registrable Securities requested to be included in such Registration. (b) Each Demand Registration Request shall specify (ix) the aggregate amount of Registrable Securities to be registered and (iiy) the intended method or methods of disposition thereof. (c) Upon receipt of a Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “Demand Registration Statement”) relating to such Demand Registration, and use its commercially reasonable efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Act. (d) The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the current fiscal quarter of the Company (unless otherwise consented to by the Board of Directors of the Company).

Request for Demand Registration. (a) Following At any time after the Effective Datedate that is 180 days after the date hereof (or such earlier date (i) as would permit the Company to cause any filings required hereunder to be filed on the 180th day after the date hereof or (ii) as is permitted by waiver of the lock up provisions of the Underwriting Agreement), each of the PG Investor TPG Investors shall have the right to make a written request from time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by the PG such TPG Investor. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Each such demand shall be required to be in respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, in which case such demand may only be made in respect of all Registrable Securities held by such Holders; provided that a Demand Registration shall not be counted for purposes of the limitation set forth in Section 3.1.1(d) or Section 3.2.5(c) unless and until the Demand Registration has become effective and the PG Investor registers and sells at least 75% of the Registrable Securities requested to be included in such Registration.” (b) Each Demand Registration Request shall specify (ix) the kind and aggregate amount of Registrable Securities to be registered registered, and (iiy) the intended method or methods of disposition thereof. (c) Upon receipt of a the Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (but in no event more than 90 days after receipt of the Demand Request) (a “Demand Registration Statement”) ), as specified in the Demand Registration Request for such Demand Registration, relating to such Demand Registration, and use its commercially reasonable best efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Act. (d) The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the current fiscal quarter of the Company (unless otherwise consented to by the Board of Directors of the Company).

Request for Demand Registration. (a) Following the Effective Date, the PG Investor each Demand Holder shall have the right to make a written request requests from time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by the PG Investorsuch Demand Holder. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Each such demand Demand Registration Request shall be required to be in respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, in which case such demand may only be made in respect of all Registrable Securities held by such Holders; provided that a Demand Registration shall not be counted for purposes of the limitation set forth in Section 3.1.1(d) or Section 3.2.5(c) unless and until the Demand Registration has become effective and the PG Investor registers and sells at least 75% of the Registrable Securities requested to be included in such Registration). (b) Each Demand Registration Request shall specify (ix) the aggregate amount of Registrable Securities to be registered registered, and (iiy) the intended method or methods of disposition thereof. (c) Upon receipt of a the Demand Registration Request, the Company shall as promptly as reasonably practicable file a Registration Statement (a “Demand Registration Statement”) ), as specified in the Demand Registration Request for such Demand Registration, relating to such Demand Registration, and . The Company shall use its commercially reasonable best efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Actas promptly as reasonably practicable. (d) The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the current fiscal quarter of the Company (unless otherwise consented to by the Board of Directors of the Company).

Request for Demand Registration. (ai) Following Subject to the Effective Datelimitations contained in the following paragraphs of this Section 12.2, the PG Investor shall have Holders of 51% or more of all Registrable Securities outstanding may at any time give to the right Company, pursuant to make this clause, (i) a written request from time to time (a “Demand Registration Request”) to for the registration by the Company for Registration under the Securities Act of all or any part of the Registrable Securities held of such Holders (such registration being herein called a "Demand Registration"). Within ten (10) days after the receipt by the PG Investor. Any Company of any such Registration pursuant written request, the Company will give written notice of such registration request to all Holders of Registrable Securities. (ii) Subject to the limitations contained in the following paragraphs of this Section 12.2, after the receipt of such written request for a Demand Registration Request shall hereinafter Registration, (A) the Company will be referred to as a “Demand Registration.” Each such demand shall be obligated and required to be in respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration (including after giving effect to net proceeds expected to be received by any Holder that participates include in such offering Demand Registration all Registrable Securities with respect to which the Company shall receive from Holders of Registrable Securities, within 30 days after delivering the date on which the Company shall have given to all Holders a written notice of registration request pursuant to Section 3.1.3 or otherwise12.2(a)(i) unless a lesser amount is then held by hereof, the participating Holderswritten requests of such Holders for inclusion in such Demand Registration, and (B) the Company will use its best efforts in which case such demand may only be made in respect good faith to effect promptly the registration of all such Registrable Securities. All written requests made by Holders of Registrable Securities held by such Holders; provided that a Demand Registration shall not be counted for purposes pursuant to this clause (ii) will specify the number of the limitation set forth in Section 3.1.1(d) or Section 3.2.5(c) unless and until the Demand Registration has become effective and the PG Investor registers and sells at least 75% of the Registrable Securities requested to be included in such Registration. (b) Each Demand Registration Request shall specify (i) the aggregate amount shares of Registrable Securities to be registered and (ii) will also specify the intended method or methods of disposition thereof. (c) Upon receipt . Such method of a Demand Registration Requestdisposition shall, in any case, be an underwritten offering if an underwritten offering is requested by Holders of 51% or more of the Company shall as promptly as practicable file a Registration Statement (a “Demand Registration Statement”) relating Registrable Securities to be included in such Demand Registration, and use its commercially reasonable efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Act. (d) The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the current fiscal quarter of the Company (unless otherwise consented to by the Board of Directors of the Company).

Request for Demand Registration. (a) Following At any time on or after the Effective first Closing Date, if there is no effective Shelf Registration Statement covering all Registrable Securities, one or more of the PG Investor Sea Trade Parties shall have the right to make a written request from time to time (a “Demand Registration Request”) to the Company for Registration of any or all or part of the Registrable Securities held by the PG Investorthem. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Each such demand shall be required to be in respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, in which case such demand may only be made in respect of all Registrable Securities held by such Holders; provided that a Demand Registration shall not be counted for purposes of the limitation set forth in Section 3.1.1(d) or Section 3.2.5(c) unless and until the Demand Registration has become effective and the PG Investor registers and sells at least 75% of the Registrable Securities requested to be included in such Registration.” (b) Each A Demand Registration Request shall specify (ix) the kind and aggregate amount of Registrable Securities to be registered registered, and (iiy) the intended method or methods of disposition thereof. (c) Upon Subject to Section 3.1.2, upon receipt of a Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “Demand Registration Statement”) relating to such Demand Registration, and use its commercially reasonable efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Act. . Registrations under this Section 3.1 shall be on such appropriate registration form of the SEC (di) as shall be selected by the Sea Trade Parties for which registration was requested in the Demand Registration Request, and (ii) which shall be available for the sale of Registrable Securities in accordance with the intended method or methods of disposition specified in the requests for registration; provided, however, that if the Company is not then eligible to register such sale of the Registrable Securities on Form F-3, such registration shall be on Form F-1 or another appropriate form. The Company shall not be obligated agrees to take include in any action to effect such Registration Statement all information that any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the current fiscal quarter selling Sea Trade Party may reasonably request upon advice of the Company (unless otherwise consented to by the Board of Directors of the Company)counsel.

Request for Demand Registration. 3.1.1.1 Provided the Company has not filed a Form S-3 Shelf or Form S-1 Shelf and caused the Form S-3 Shelf or Form S-1 Shelf, as applicable, to become effective, with the Prospectus therein available to effect resales of Registrable Securities, by the Effectiveness Deadline (a) Following subject to extension in accordance Section 3.2.1), each of the Effective DateHolders of a majority of the Sponsor Investor Shares, a majority of the PG IDX Investor Shares or a majority of the ZF Investor Shares shall have the right to make a one or more written request requests from time to time (such Holders, the “Demanding Holders” and such request, a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by the PG Investorsuch Holders. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Each such demand shall be required to be in respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, in which case such demand may only be made in respect of all Registrable Securities held by such Holders; provided that a Demand Registration shall not be counted for purposes of the limitation set forth in Section 3.1.1(d) or Section 3.2.5(c) unless and until the Demand Registration has become effective and the PG Investor registers and sells at least 75% of the Registrable Securities requested to be included in such Registration.” (b) 3.1.1.2 Each Demand Registration Request shall specify (ix) the kind and aggregate amount of Registrable Securities to be registered registered, and (iiy) the intended method or methods of disposition thereofthereof including pursuant to an Underwritten Public Offering. (c) 3.1.1.3 Upon receipt of a Demand Registration Request, the Company shall as promptly soon as practicable practicable, but not more than thirty (30) days after receipt of a Demand Registration Request file a Registration Statement (a “Demand Registration Statement”) relating to such Demand Registration, and use its commercially reasonable best efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Act. (d) The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the current fiscal quarter of the Company (unless otherwise consented to by the Board of Directors of the Company).

Request for Demand Registration. (a) Following the Effective Date, each of the PG GGC Investor and the BSMH Investor shall have the right to make a written request from time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by the PG Investorsuch Holder (a “Demand Registration Request”). Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Each such demand shall be required to be in respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering the delivery of written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holdersinitialing Holder, in which case such demand may only be made in respect of all Registrable Securities held by such Holders; provided that a Demand Registration shall not be counted for purposes of the limitation set forth in Section 3.1.1(d) or Section 3.2.5(c) unless and until the Demand Registration has become effective and the PG Investor registers and sells at least 75% of the Registrable Securities requested to be included in such RegistrationHolder. (b) Each Demand Registration Request shall specify (ix) the aggregate amount of Registrable Securities to be registered and (iiy) the intended method or methods of disposition thereof. (c) Upon receipt of a Demand Registration Request, except as provided in Section 3.1.2, below, the Company shall as promptly as practicable file a Registration Statement (a “Demand Registration Statement”) relating to such Demand Registration, and use its commercially reasonable best efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Act. (d) The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the current fiscal quarter of the Company (unless otherwise consented to by the Board of Directors of the Company).