Common use of Requests for Registration Clause in Contracts

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to timeAgreement, the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”. The holders of a shelf majority of the Registrable Securities making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt the filing of any such requestthe registration statement relating to the Demand Registration, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder ; provided that, with the consent of the holders of at least a majority of the Registrable Securities requesting such registration, the Company may provide notice of the Demand Registration to all other holders of Registrable Securities within three business days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to timeAgreement, the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statementstatement (“Short-Form Registrations”), including if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”. The holders of a majority of the Registrable Securities making a Demand Registration that is a Short-Form Registration may request that the registration be made pursuant to Rule 415 (a “Shelf Registration”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt of any such request, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingunderwriting agreement) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder ; provided that, with the consent of the holders of at least a majority of the Registrable Securities requesting such registration, the Company may provide notice of the Demand Registration to all other holders of Registrable Securities within three business days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to timeAgreement, the holders of Registrable Securities Majority Holders may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and the Majority Holders may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Majority Holders making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Corporation is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Corporation, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, if available within ten days after the filing of the registration statement relating to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by Demand Registration, the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco Corporation shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Corporation’s notice; provided that, with the consent of Holders representing at least a majority of the Registrable Securities requesting such registration, the Corporation may provide notice of the Demand Registration to all other Holders prior to the non-confidential filing of the registration statement with respect to the Demand Registration. Each holder of Registrable Securities Holder agrees that (1) such holder notice constitutes MNPI and that it will not engage in any transaction in any securities of the Corporation until such notice and the information contained therein ceases to constitute MNPI and (2) such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Corporation until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to timeAgreement, the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”. The holders of a shelf majority of the Registrable Securities making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt the filing of any such requestthe registration statement relating to the Demand Registration, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder ; provided that, with the consent of the holders of at least a majority of the Registrable Securities requesting such registration, the Company may provide notice of the Demand Registration to all other holders of Registrable Securities within three Business Days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the following paragraphs of this Section 2(a), each holder (or group of holders) of Registrable Securities shall have the right from time to time by delivering a written notice to the Company (a “Demand Notice”) to require the Company to register, pursuant to the terms and conditions of this Agreement under and in accordance with the provisions of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that (i) a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the participating holders of Registrable Securities is reasonably expected by such holders of Registrable Securities to result in aggregate gross cash proceeds in excess of $50 million (before deducting any underwriting discount or commission) and (ii) the intended method Company shall not be obligated to effect more than one such Demand Registration in any 180-day period without the consent of distributiona majority of the board of directors of the Company. Within five (5) Business Days Following receipt of a Demand Notice, the Company shall file a Registration Statement with respect to the Registrable Securities covered in such Demand Notice and otherwise requested to be included in such Registration Statement in accordance with this Section 2(a), as promptly as practicable, but not later than 45 days after receipt of such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Any Demand Registration may be required by the holder(s) of Registrable Securities making such demand to be on an appropriate form under the Securities Act (including Form S-3ASR or any successor form that becomes effective upon filing with the SEC if the Company is then eligible to use such requestform) in accordance with such holder(s) intended methods of distribution, Pubco as shall be set forth in the Registration Statement, and Rule 415 under the Securities Act. Within 10 days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the terms and conditions set forth hereinprovisions of Section 2(b) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has the Company received written requests for inclusion therein within five (5) Business Days 15 days after such Notice is given by the receipt Company to such holders. All requests made pursuant to this Section 2 will specify the number of Pubco’s noticeRegistrable Securities to be registered and the intended methods of disposition thereof. Each holder of Registrable Securities agrees that which has requested to include Registrable Securities in any Registration Statement pursuant to this Section 2(a) shall furnish to the Company in writing such other information regarding such holder and the distribution proposed by such holder as the Company reasonably requests specifically for use in connection with such Registration Statement. The Company shall treat as confidential be required to maintain the receipt effectiveness of the notice of Registration Statement with respect to any Demand Registration and shall not disclose for a period of at least 180 days after the effective date thereof or use the information contained such shorter period in which all Registrable Securities included in such notice of Demand Registration without Statement have actually been sold pursuant to such Registration Statement. Notwithstanding the prior written consent of Pubco until such time as the information contained therein is or becomes available foregoing, no Stockholder shall be entitled to include its Registrable Securities in any Shelf Registration Statement filed pursuant to this Section 2, if and to the public generallyextent such Registrable Securities are then registered under an effective and available Shelf Registration Statement or Exchange Registration Statement filed pursuant to Section 3 (nor, other than as for the avoidance of doubt, shall any Stockholder be entitled to deliver any Demand Notice for the filing of a result of disclosure by the holder in breach of the terms of Shelf Registration Statement pursuant to this AgreementSection 2 with respect to any Registrable Securities so registered).

Requests for Registration. (i) Subject to the following paragraphs of this Section 3(a), and the limitations on the number of Demand Registrations under Section 3(e), if any shares of Series A Preferred Stock are converted or, within the following forty-five (45) days, required or entitled to be converted, the Requisite Series A Preferred Holders (such Holders, a “Demand Registration Holder”) shall have the right, by delivering a written notice to the Corporation, to require the Corporation to register pursuant to the terms of this Agreement, under and conditions in accordance with the provisions of the Securities Act, the offer and sale of the number or dollar amount of Registrable Securities constituting Conversion Stock requested to be so registered pursuant to the terms of this Agreement and of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar or successor long-form registration statement (such registration form utilized hereunder, a “Long-Form RegistrationsRegistration”) or, if available, on or Form S-3 or any similar or successor short-form registration (including such registration form utilized hereunder, a shelf registration “Short-Form Registration”) (any such written notice delivered pursuant to this clause, a “Demand Notice” and any such registration, a “Demand Registration”). The Demand Registration Holder may, in connection with any Demand Registration that is on Short-Form Registration, require the Corporation to file such Registration Statement with the SEC in accordance with and pursuant to Rule 415 under the Securities Act) or any similar short-form registration statementAct including, including if the Corporation is then eligible, as an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “registration. Following receipt of a Demand Registrations”). Each request Notice for a Demand Registration in accordance with this Section 3(a), the Corporation shall specify use its reasonable best efforts to file a Registration Statement as promptly as practicable (but not later than sixty (60) days after the approximate number of Registrable Securities requested Demand Notice is delivered) and shall use its reasonable best efforts to cause such Registration Statement to be registered and declared effective under the intended method of distribution. Within five (5) Business Days Securities Act as promptly as practicable after receipt of the filing thereof; provided, that, in connection with such Registration Statement, the Corporation shall in good faith consider any underwriter recommendations from the Demand Registration Holder, but shall otherwise have no obligation to implement any such requestrecommendations. Notwithstanding anything to the contrary in this Agreement, Pubco shall give written notice no Demand Notice may be provided prior to the closing of an IPO or QPO. In addition, during the Lock-Up Period, if any, no Demand Notice may be given if the proposed effective date for the Registration Statement thereof is a date prior to the expiration of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementLock-Up Period.

Requests for Registration. Subject to the terms and conditions of this Agreement and Agreement, each of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities Demand Parties may request the Company to file with the SEC a registration statement under the Securities Act registering the offer and sale of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, or on Form S-3 or any similar short-form registration statement (“Short-Form Registrations”) if available, on Form S-3 (including in each case, to permit secondary sales of such Registrable Securities. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Demand Party making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities the holder(s) making such request requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt of any such request, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days ten days after the receipt of Pubcothe Company’s notice; provided that, with the consent of the holders of at least a majority of the Parthenon Investor Registrable Securities or Xxxxx Investor Registrable Securities requesting such registration, the Company may provide notice of the Demand Registration to all other holders of Registrable Securities within three business days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the any notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the such holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to timeand after the date that is 180 days following the IPO, the holders of Registrable Securities Demand Holders, through their respective Representatives, may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”), and Demand Holders, through their respective Representatives, may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form Registrations”) if available; provided that the Company shall not be obligated to file registration statements relating to any Long-Form Registration or Short-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $75 million (or, if availableless, on Form S-3 (including such Registrable Securities represent all Registrable Securities then held by the Demand Holder requesting such registration). All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Demand Holder making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Corporation is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Corporation, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as upon receipt of the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a the Demand Registration Registration, the Corporation shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five as promptly as reasonably practicable (5) Business Days but in no event later than ten days after receipt of any such request, Pubco shall the request for the Demand Registration) give written notice of such requested registration the Demand Registration to all other holders of Holders who hold Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein within five (5i) Business Days 15 days, in the case of any notice with respect to a Long-Form Registration, or (ii) ten days, in the case of any notice with respect to a Short-Form Registration, after the receipt of Pubcothe Corporation’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential Notwithstanding the receipt of foregoing, the notice of Demand Registration and Corporation shall not disclose be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or use the information any similar provision contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder underwriting agreement entered into in breach of the terms of this Agreementconnection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions of this Agreement and of any lock-up agreement executed with the Lock-Up Agreementsunderwriters in connection with the IPO, at any time or from time to time, the holders of Registrable Securities each Original Equity Owner may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”), and each Original Equity Owner may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form Registrations”) if available; provided that the Company shall not be obligated to file registration statements relating to any Long-Form Registration or Short-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $15 million (or, if availableless, on Form S-3 (including such Registrable Securities represent all Registrable Securities then held by the Original Equity Owner requesting such registration). All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Original Equity Owner making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Corporation is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Corporation, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as upon receipt of the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a the Demand Registration Registration, the Corporation shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five as promptly as reasonably practicable (5) Business Days but in no event later than ten days after receipt of any such request, Pubco shall the request for the Demand Registration) give written notice of such requested registration the Demand Registration to all other holders of Holders who hold Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein within five (5i) Business Days 15 days, in the case of any notice with respect to a Long-Form Registration, or (ii) ten days, in the case of any notice with respect to a Short-Form Registration, after the receipt of Pubcothe Corporation’s notice. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Corporation or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement. Notwithstanding the foregoing, the Corporation shall not be required to take any action that would otherwise be required under this Section 2 or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to timeand after 180 days following the IPO, Controlling Holders holding at least a majority of the holders of Registrable Securities held by all Controlling Holders may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and Controlling Holders holding at least a majority of the Registrable Securities held by all Controlling Holders may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available; provided that the Corporation shall not be obligated to file any registration statement related to any Long Form Registration or Short Form Registration under this Section 2(a) unless the Long Form Registration or Short Form Registration is reasonably expected to register at least $10.0 million in Registrable Securities held by the Controlling Holders making the request. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holders making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Corporation is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Corporation, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as . Following the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a the Demand Registration shall specify Registration, the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco Corporation shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein within fifteen (15) days after the receipt of the Corporation’s notice; provided that the Corporation shall provide notice of the Demand Registration to all other Holders no later than five (5) Business Days after days prior to the receipt non-confidential filing of Pubco’s noticethe registration statement with respect to the Demand Registration. Each holder of Registrable Securities Holder agrees that (1) such holder notice constitutes MNPI and that it will not engage in any transaction in any securities of the Corporation or until such notice and the information contained therein ceases to constitute MNPI and (2) such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Corporation until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement. Notwithstanding the foregoing, the Corporation shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate any lock-up or hold-back provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions provisions of this Agreement and Article II, any Holder or group of the Lock-Up Agreements, Holders may at any time or from time to time, the holders of Registrable Securities may make a written request (a “Demand Request”) for registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand RegistrationsRegistration”). Each request for a Such Demand Registration Requests shall specify the approximate number amount of Registrable Securities requested to be registered and the intended method or methods of distributiondisposition. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities andXxxx shall, subject to the terms provisions of this Article II and conditions to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth hereintherein as promptly as possible following receipt of a Demand Request; provided, that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall include advise Xxxx that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Xxxx and the Holders), then Xxxx will be entitled to reduce the number of Registrable Securities included in such registration (and to the number that, in all related registrations and qualifications under state blue sky laws or the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in compliance with other registration requirements and the event of such a reduction in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder number of Registrable Securities agrees that included in such holder registration, the number of Registrable Securities registered shall treat be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Xxxx Common Stock proposed to be registered for offer and sale by Xxxx; and third, shares of Xxxx Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Xxxx other than any Holder. Xxxx shall use its reasonable best efforts to cause such Registration Statement to be declared effective as confidential soon as practicable after filing and to remain effective until the receipt earlier of (i) ninety (90) days following the date on which it was declared effective and (ii) the date on which all of the notice Registrable Securities covered thereby are disposed of Demand Registration and shall not disclose in accordance with the method or use the information contained in such notice methods of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementdisposition stated therein.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to timeAgreement, the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statementstatement (“Short-Form Registrations”), including if available. In addition, the holders of at least a majority of the Registrable Securities may assign a right to request one or multiple Long-Form Registrations or Short-Form Registrations, if available, to any holder of Registrable Securities in connection with the distribution or other transfer of such Registrable Securities. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”. The holders of the Registrable Securities making a Demand Registration that is a Short-Form Registration may request that the registration be made pursuant to Rule 415 (a “Shelf Registration”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt the filing of any such requestthe registration statement relating to the Demand Registration, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingunderwriting agreement) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder ; provided that, with the consent of the holders of at least a majority of the Registrable Securities requesting such registration, the Company may provide notice of the Demand Registration to all other holders of Registrable Securities within three business days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at At any time or and from time to timetime after the date hereof, the holders of Registrable Securities may may, to the extent permitted in accordance with Section 1(b) and Section 1(c) hereof, request registration under the Securities Act of all or any portion of their Registrable Securities (i) on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, and/or (ii) on Form S-2 or S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all ). All registrations requested by the Initiating Investors being pursuant to this Section 1(a) are referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionregistered. Within five (5) Business Days after receipt of any such request, Pubco The Company shall give prompt written notice of such requested registration to all other holders of Registrable Securities (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to the terms and conditions set forth hereinremainder of this Section 1, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder Notwithstanding the provisions of this Section 1(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities agrees that to participate in such holder registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), at the request of the holders requesting such registration, the Company shall treat as confidential delay the notice of a Demand Registration requested in accordance with this Section 1 until the day after the registration statement with respect to such Demand Registration is filed, in which case, subject to the remainder of this Section 1, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the notice of Company’s notice; provided that in no event shall such Demand Registration and shall not disclose or use be closed unless such notice has been provided at least 20 days prior to the information contained closing thereof. Notwithstanding anything herein to the contrary, unless otherwise consented to by the holders of Registrable Securities initially requesting such registration, no other holder to whom such notice is provided may include in such notice of Demand Registration without a greater percentage of such holder’s Registrable Securities than the prior written consent percentage of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure Registrable Securities included by the holder in breach of the terms of this Agreementholders requesting such registration.

Requests for Registration. Subject to At any time following the terms and conditions of this Agreement and one (1) year anniversary of the Lock-Up Agreementsdate hereof, at any time or from time each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to time, make requests in writing that the holders of Registrable Securities may request Company effect the registration under the Securities Act of all or any portion part of their the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on Form S-1 the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405transaction) (an “Automatic Shelf Registration Statement”the "Initial Request"); provided, if available further, that Trident shall give the Company at least 30 days prior written notice of its intent to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein exercise the Initial Request. As promptly as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, Pubco shall the Company will give written notice of such requested registration request to all other holders Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities and, subject that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the terms and conditions set forth herein, shall include in such registration Company given within ten (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (510) Business Days after the receipt date the Company has given such Holders notice of Pubco’s notice. Each holder the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities agrees that such holder shall treat as confidential held by the receipt Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the notice total number of Demand Registration and shall Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not disclose or use be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the information request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in such notice of Demand Registration the Initial Request any securities other than Registrable Securities owned by Trident without the Trident's prior written consent of Pubco until such time as consent. Except if expressly prohibited by applicable law, the information contained therein is or becomes available Company will pay all Registration Expenses incurred in connection with any registration pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementSection 1.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at At any time or and from time to time, subject to Section 3 and on the holders terms and subject to the other conditions herein, each of the Holders of a majority of the LCP Registrable Securities and the Holders of a majority of the GIC Registrable Securities may request request, by delivering written notice to the Company, registration (a “Demand Request”) under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, or on Form S-3 or any similar short-form registration statement (including “Short-Form Registrations”), if available (any such requested registration, a shelf “Demand Registration”); provided, however, that, on the terms and subject to the other conditions herein, (i) each of the Holders of a majority of the LCP Registrable Securities and the Holders of a majority of the GIC Registrable Securities shall be entitled to two (2) Long-Form Registrations and unlimited number of Short-Form Registrations; provided that (i) (x) the proposed maximum aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000 based on the public offering price of shares of Registrable Securities set forth in the registration statement applicable to such Long-Form Registration or (y) all of the remaining LCP Registrable Securities or GIC Registrable Securities are sold in such offering; and (ii) the Company will not be obligated to register the Registrable Securities of any Holder pursuant to a Demand Registration if the Company has filed within the immediately preceding six (6) month period a registration statement or effected an offering of Common Equity with respect to (x) a Demand Registration or (y) which a Holder has or had the right to have its Registrable Securities included pursuant to a Piggyback Registration; provided further that, following the one-year anniversary of the closing of the initial Public Offering, if the Company is ineligible to use a Short-Form Registration to effect a Demand Registration for any period of four (4) consecutive months, then each of the Holders of a majority of the LCP Registrable Securities and the Holders of a majority of the GIC Registrable Securities shall be entitled to one (1) additional Long-Form Registration. Each of the Holders of a majority of the LCP Registrable Securities and the Holders of a majority of the GIC Registrable Securities may request that any Demand Registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”), which may be a Long-Form Registration or a Short-Form Registration, and (if the Company is a WKSI at the time any Demand Request is submitted to the Company or will become one by the time of the filing of such Shelf Registration) or any similar shortthat such Shelf Registration be a Short-Form Registration in the form registration statement, including of an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall Request must specify the approximate number or dollar value of Registrable Securities requested to be registered by the requesting Holders and (if known) whether the intended method Demand Registration is requested to be (x) a Long-Form Registration or a Short-Form Registration, (y) a Shelf Registration or not and (z) an underwritten offering or not. A Demand Registration shall not count as one of distribution. Within five the permitted Long-Form Registrations (5A) Business Days after receipt until it has become effective and (B) unless the Holders of any a majority of the LCP Registrable Securities, in the case of a Demand Request initiated by such requestHolders, Pubco shall give written notice or the Holders of a majority of the GIC Registrable Securities, in the case of a Demand Request initiated by such requested registration Holders, is able to all other holders register and sell at least 90% of the LCP Registrable Securities andor GIC Registrable Securities, subject as applicable, requested to the terms and conditions set forth herein, shall include be included in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementregistration.

Requests for Registration. Subject to Section 2.7, a Series B Majority shall have the terms and conditions right to make up to two separate requests in writing that the Company effect the registration of this Agreement and all or a part of the Lock-Up AgreementsRegistrable Securities held by those Shareholders, at each such request to specify the registration form to be used and the intended method or methods of disposition of the Registrable Securities. The Company shall pay all Registration Expenses in connection with any time or from time registration pursuant to timethis Section 2.1, and all Selling Expenses shall be borne by the holders of Registrable Securities may request registration under the Securities Act securities so registered pro rata on the basis of all or any portion the number of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”)shares so registered. Each request for a Demand Registration registration pursuant to this Section 2.1 shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionregistered. Within five (5) Business Days Promptly after receipt of any such request, Pubco shall the Company will give written notice of such the requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinSection 2.4 below, shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five fifteen (515) Business Days days after the receipt of Pubco’s the Company's notice. Each holder of Registrable Securities agrees that such holder shall treat A request for registration will not count as confidential a request for registration under this Section 2.1 until the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available Statement relating to the public generallyregistration has become effective, provided that, in any event, the Company will pay all Registration Expenses in connection with any registration pursuant to this Section 2.1, regardless of whether the Registration Statement relating thereto has become effective unless such Registration Statement is withdrawn at the request of a Series B Majority, other than as a result of disclosure by pursuant to Section 2.4, in which case the holder in breach of the terms of this AgreementSeries B Majority shall pay all such Registration Expenses.

Requests for Registration. Subject to Section 3.3, and further subject to the terms and conditions availability of this Agreement and of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form a registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including “Form S-3”) to the Company, the Company shall, upon the written request from the Stockholder, agree to register some or all of the Stockholder’s Registrable Securities, file with the Commission a shelf registration statement on Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act) or any similar short-form registration statementAct relating to the offer and sale of the Registrable Securities by the Stockholder and, including an automatic shelf thereafter, shall use its reasonable best efforts to cause such registration statement (to be declared effective under the Securities Act as defined soon as reasonably practicable after the filing thereof. Within ten days after receipt of any such request, the Company shall give written notice of such requested Registration to all other holders of Registrable Securities and shall include in Rule 405) (an “Automatic Shelf such Registration Statement”)all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided, if available however, that no holder of Registrable Securities shall be entitled to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (have the Registrable Securities held by it covered by such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each registration statement unless such holder has made a written request, which request for a Demand Registration shall specify specifies the approximate number of Registrable Securities requested to be registered and the intended method of distributionregistered. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such The Registration requested registration pursuant to all other holders of Registrable Securities and, subject this Section 3.1 is referred to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s noticeherein as a “Resale Registration”. Each holder of Registrable Securities agrees that shall be entitled to an unlimited number of Resale Registrations so long as it is an affiliate (as such holder shall treat as confidential term is used in the receipt Securities Act) of the notice of Demand Registration and Company; provided, that the Company shall not disclose or use be required to effect more than two Resale Registrations within any twelve-month period; provided, further, that the information contained Company agrees to deregister any Registrable Securities included in a Resale Registration if so requested by any holder of such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementRegistrable Securities.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at At any time or from time to timeafter the Effective Date, the holders of Registrable Securities Investor may request (i) registration under the Securities Act of all or any portion of their the Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an a “Automatic Shelf Registration StatementShort-Form Registration”), if available to Pubco available, and (ii) registration under the Securities Act of all or any portion of the Registrable Securities held by such Requesting Holder on Form S-1 or similar long-form registration (a “Long-Form Registration”) if Short-Form RegistrationsRegistration is not available (any registration under this Section 3(b), a “Demand Registration”); provided, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include either (x) securities with a total offering price (including piggyback shares and before deduction of underwriting discounts) reasonably expected to exceed, in accordance with Section 2(bthe aggregate, $50 million or (y) and Section 2(c) below all remaining Registrable Securities. The Investor may request that any offering conducted under a Long-Form Registration or a Short-Form Registration be underwritten. All requests for Demand Registrations shall be made by giving written notice to the Company (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand RegistrationsRegistration Notice”). Each request for a Demand Registration Notice shall specify (i) whether such Demand Registration shall specify be an underwritten offering, (ii) the approximate number of Registrable Securities requested proposed to be registered sold in the Demand Registration and (iii) the intended method expected price range (net of distribution. Within five (5underwriting discounts and commissions) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration Demand Registration. The Investor shall have the right to all other holders select the investment banker(s) and manager(s) to administer the offering (which shall consist of Registrable Securities andone or more reputable nationally recognized investment banks), subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt approval of the notice of Demand Registration and Company, which shall not disclose be unreasonably withheld, conditioned or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementdelayed.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to time, the holders of Registrable Securities each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holder making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Corporation is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Corporation, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, if available within ten days after the filing of the registration statement relating to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by Demand Registration, the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco Corporation shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Corporation’s notice; provided that the Corporation shall provide notice of the Demand Registration to all other Holders prior to the non-confidential filing of the registration statement with respect to the Demand Registration. Each holder of Registrable Securities Holder agrees that (1) such holder notice constitutes MNPI and that it will not engage in any transaction in any securities of the Corporation until such notice and the information contained therein ceases to constitute MNPI and (2) such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Corporation until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement. Notwithstanding the foregoing, the Corporation shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at At any time or and from time to timetime the Company shall, upon the holders request of the Xxxxxxx Stockholders (treated as one stockholder) or the HCI Stockholders (treated as one stockholder) or any of their Permitted Transferees register the resale, including on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, of all or any portion of their Registrable Securities on Form S-1 under the Securities Act or another appropriate form (a “Long-Form Registration”) reasonably acceptable to the Xxxxxxx Stockholders (treated as one stockholder) and the HCI Stockholders (treated as one stockholder) or any of their Permitted Transferees, as applicable. At any time and from time to time after the Company becomes eligible to use Form S-3 under the Securities Act (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement (a “Short-Form Registration”) (i) the Company shall use its commercially reasonable efforts to convert any effective Long Form Registration that is a Shelf Registration to a Short Form Registration (which such conversion will not count as one of the permitted Demand Registrations) and (ii) each of the Xxxxxxx Stockholders (treated as one stockholder) and the HCI Stockholders (treated as one stockholder) or any of their Permitted Transferees may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all Registration. All registrations requested by the Initiating Investors being pursuant to this Section 2.1(a) are referred to herein as “Demand Registrations”). .” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionregistered. Within Except as set forth in Section 2.1(c) below, within five (5) Business Days days after receipt of any such written request, Pubco the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five ten (510) Business Days days after the holders’ receipt of Pubcothe Company’s notice. Each holder of All such Stockholders electing to be included in an underwritten Demand Registration must sell their Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, underwriters selected as provided in Section 2.1(g) on the same terms and conditions as apply to any other than as a result of disclosure by the holder in breach of the terms of this Agreementselling stockholders.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to timefollowing the date that is one hundred eighty days after the Effective Time, the holders of Registrable Securities each Sponsor may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and each Sponsor may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement(“Short-Form Registrations”), including if available; provided, however, that the Partnership shall not be required to effect the registration of Registrable Securities pursuant to this Section 2 unless the Registrable Securities are offered at an aggregate proposed offering price of not less than $1 million at the time of the request. All registrations requested under this Section 2(a) are referred to herein as “Demand Registrations.” The Sponsor making a Demand Registration may request that the registration be made under Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Partnership is a WKSI at the time any request for a Demand Registration is submitted to the Partnership, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”). The Partnership, if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand its sole discretion, will determine whether an Automatic Shelf Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionStatement is appropriate. Within five (5) Business Days ten days after receipt the filing of any such requestthe registration statement relating to the Demand Registration, Pubco the Partnership shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Partnership has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Partnership’s notice. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Partnership until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and any contractual lock-up agreements entered into between Holders and the Company and/or any third-party, including the Shareholders’ Agreement (each a “Lock-up Agreement”), (i) commencing three months after the pricing of the LockIPO (the “Pricing Date”) (or, if earlier, such date, if any, on which the underwriters for the IPO, pursuant to the lock-Up Agreementsup agreements between the Holders and the underwriters for the IPO, at consent to the making of a demand for, or the exercise of any time or from time to timeright with respect to, the holders registration of any Registrable Securities) until twelve months after the Pricing Date, Holders representing individually or in the aggregate 5% of all the Registrable Securities outstanding may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 F-1 or any similar long-form registration statement (“Long-Form Registrations”), provided that, with respect to such requests provided by Holders during the period commencing three months after the Pricing Date until six months after the Pricing Date, the Company shall not be obligated to file such Long-Form Registration with the Securities and Exchange Commission until after the date that is six months after the Pricing Date, and (ii) orcommencing eleven months after the Pricing Date, Holders representing individually or in the aggregate 5% of all the Registrable Securities outstanding may request registration under the Securities Act of all or any portion of their Registrable Securities on any Long-Form Registrations or on Form F-3 or any similar short-form registration (“Short-Form Registrations”) if available, on ; provided that the Company shall not be obligated to file registration statements relating to any Long-Form S-3 (including Registrations or Short-Form Registrations under this Section 2(a) unless the anticipated aggregate gross proceeds of the Registrable Securities to be sold in such offering is reasonably expected to exceed $75 million or the requested Ordinary Shares constitute all of such Holders’ Registrable Securities. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Holders making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) . Except during the pendency of a Suspension Period invoked in accordance compliance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”2(e). Each , promptly upon delivery of a request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within (but in no event more than five (5) Business Days after receipt of any such requestthereafter), Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms of Section 2(d), the MTN Shareholder Arrangements (as defined below) and conditions set forth hereinany Lock-up Agreement, shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities of each Holder with respect to which Pubco the Company has received a written requests request for inclusion therein within five (5) Business Days after the receipt date the Company’s notice was delivered, and thereupon shall file promptly with the Securities and Exchange Commission a registration statement under the Securities Act for such Demand Registration (and, in any event within (i) 90 days after the date of Pubco’s notice. Each holder delivery of a written request for Long-Form Registrations or (ii) 30 days after the date of delivery of a written request for Short-Form Registrations, unless a longer period is agreed to by the Holders representing two-thirds of the Registrable Securities agrees that made such holder shall treat as confidential Demand Registration). Notwithstanding the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generallyforegoing, other than as a result of disclosure by the holder in breach delivery to each Holder of the terms of written notice in accordance with this AgreementSection 2(a), the Company shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time after 180 days following the consummation of Pubco’s Initial Public Offering pursuant to timean Up-C IPO, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b1(b) and Section 2(c1(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, if, at any time or from time to timeduring the Effectiveness Period, there is not an Effective Registration Statement covering all of the Registrable Securities, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 S‑3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form short‑form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco the Company (“Short-Form Short‑Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating InvestorsHolders” and all registrations requested by the Initiating Investors Holders being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement. Each of the Registration Rights Holders holding a majority of the Registrable Securities shall be entitled to request an unlimited number of Short‑Form Registrations, in which the Company shall pay all Registration Expenses whether or not any such Short‑Form Registration has become effective; provided, however, that the Company shall not be obligated to effect any such Short‑Form Registration: (i) if the holders of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such Short‑Form Registration, propose to sell Registrable Securities with an aggregate market price at the time of request of less than $5,000,000, or (ii) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) Short‑Form Registrations for the holders of Registrable Securities requesting a Short‑Form Registration pursuant to this Section 2(c). Demand Registrations shall be Short‑Form Registrations whenever the Company is permitted to use any applicable short form registration and if the managing underwriters (if any) agree to the use of a Short‑Form Registration. For so long as the Company is subject to the reporting requirements of the Exchange Act, the Company shall use its reasonable best efforts to make Short‑Form Registrations available for the offer and sale of Registrable Securities. If the Company is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities or the Initiating Holder(s), as applicable, has filed with the Commission a registration statement under the Securities Act on Form S‑3 pursuant to Rule 415 (a “Shelf Registration”), then the Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if the Company is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Shelf Registration. If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S‑3, the Company shall prepare and file with the Commission a registration statement or registration statements on such form that is available for the sale of Registrable Securities.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsSections 1(b) through (g), (i) at any time or and from time to time, the holders of a majority of the Investor Registrable Securities may request registration registration, whether underwritten or not, under the Securities Act of all or any portion of their respective Investor Registrable Securities (A) on Form S-1 or any similar long-form registration statement, (B) on Form S-2 or S-3 or any similar short-form registration statement, if available, or (C) on any applicable “short form” pursuant to Rule 415 under the Securities Act, if available, and (ii) at any time and from time to time following the Initial Public Offering, (A) the holders of a majority of the Outside Preferred Investor Registrable Securities may request registration, whether underwritten or not, under the Securities Act of all or any portion of their respective Outside Preferred Investor Registrable Securities on Form S-1 or any similar long-form registration statement (together with the long-form registrations contemplated by clause (i)(A) above, the “Long-Form Registrations”) orand (B) any holder of Preferred Investor Registrable Securities may request registration, whether underwritten or not, under the Securities Act of all or any portion of such holder’s Preferred Investor Registrable Securities (1) on Form S-2 or S-3 or any similar short-form registration statement (together with the short-form registrations contemplated by clause (i)(B) above, the “Short-Form Registrations”), if available, or (2) on Form S-3 (including a shelf registration any applicable “short form” pursuant to Rule 415 under the Securities Act) or Act (together with any similar short-form registration statement, including an automatic shelf registration statement contemplated by clause (as defined in Rule 405i)(C) (an above, “Automatic Shelf Registration Statement415 Registrations”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all available. All registrations requested by the Initiating Investors being as described in this Section 1 are referred to herein as “Demand Registrations”). .” Each such request for a Demand Registration shall (a “Demand Notice”) will specify the approximate number of Registrable Securities requested to be registered registered, the anticipated per share price range for such offering (which range may be revised from time to time by the Persons initiating such Demand Registration by written notice to the Company to that effect), and whether the intended method Demand Registration will be underwritten. Each request for a Demand Registration and, subject to the provisions of distributionSection 7, each request for inclusion in such Demand Registration also will specify the manner and disposition of the shares of Registrable Securities to be included therein. Within five (5) Business Days 10 days after receipt of any such requestDemand Notice, Pubco shall the Company will give written notice of such requested request for registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinSection 1(e), shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to timeand after 180 days following the IPO, the holders of Registrable Securities each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”), and each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form Registrations”) if available; provided that the Company shall not be obligated to file registration statements relating to any Long-Form Registration or Short-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $15 million (or, if availableless, on Form S-3 (including such Registrable Securities represent all Registrable Securities then held by the Controlling Holder requesting such registration). All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holder making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Corporation is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Corporation, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as upon receipt of the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a the Demand Registration Registration, the Corporation shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five as promptly as reasonably practicable (5) Business Days but in no event later than ten days after receipt of any such request, Pubco shall the request for the Demand Registration) give written notice of such requested registration the Demand Registration to all other holders of Holders who hold Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein within five (5i) Business Days 15 days, in the case of any notice with respect to a Long-Form Registration, or (ii) ten days, in the case of any notice with respect to a Short-Form Registration, after the receipt of Pubcothe Corporation’s notice. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Corporation or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement. Notwithstanding the foregoing, the Corporation shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions The holders of this Agreement and a majority of the Lock-Up Agreements, at any time or from time to time, the holders of Triton Registrable Securities may request registration under the Securities Act of all or any portion part of their its Registrable Securities on Form S-1 or any similar long-form registration statement (“Triton Long-Form Registrations”) or, if available, on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Triton Short-Form Registrations”); provided that only two (2) Triton Long-Form Registrations may be requested hereunder. In addition, the holders of a majority of the Gores Registrable Securities may request registration under the Securities Act of all or part of its Registrable Securities on Form S-1 or any similar long-form registration (“Gores Long-Form Registration” and, together with Triton Long-Form Registrations, “Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement(“Gores Short-Form Registrations” and, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”)together with Triton Short-Form Registrations, if available to Pubco (“Short-Form Registrations”); provided that only one (1) Gores Long-Form Registration may be requested hereunder. The aggregate offering value of the Registrable Securities requested to be registered in accordance with Section 2(b) any Long-Form Registration must equal at least $25,000,000, and Section 2(c) below (the aggregate offering value of the Registrable Securities requested to be registered in any Short-Form Registration must equal at least $10,000,000. A requested Long-Form Registration shall not count as one of the permitted Long-Form Registrations until it has become effective, and no Long-Form Registration shall count as one of the permitted Long-Form Registrations unless the party requesting such holders being referred registration is able to herein as the “Initiating Investors” register and all sell 85% of its Registrable Securities requested to be included in such registration. All registrations requested by the Initiating Investors being pursuant to this Section 1(a) are referred to herein as “Demand Registrations”). .” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionanticipated per share price range for such offering. Within five (5) Business Days days after receipt of any such request, Pubco the Corporation shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinSection 1(d), shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein from such Persons within five twenty (520) Business Days days after the receipt of Pubcothe Corporation’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions following paragraphs of this Agreement Section 3 and Section 5, the Sponsor shall have the right, by delivering or causing to be delivered a written notice to the Company (a “Demand Notice”), to require the Company Group to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the Lock-Up Agreements, at any time or from time to timeSecurities Act, the holders offer and sale of the number of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, requested to be so registered on Form S-3 (including a shelf registration which, unless the Sponsor requests otherwise, shall be filed pursuant to Rule 415 under the Securities Act) ), if the Company is then eligible for such short-form or any similar or successor short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form RegistrationsRegistration”) in accordance with Section 2(bor, if the Company is not then eligible for Short-Form Registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registration”) and Section 2(c) below (any such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as registration, a “Demand RegistrationsRegistration”). Each request ; provided, however, that unless the Sponsor requests to have registered all of its Registrable Securities, a Demand Notice for a Demand Registration shall specify Marketed Underwritten Offering may only be made if the approximate number sale of the Registrable Securities requested to be registered by the Sponsor is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company Group shall use its reasonable best efforts to (x) file with the SEC a Registration Statement in accordance with such Demand Notice and the intended method provisions of distribution. Within five (5) Business Days after this Agreement as promptly as reasonably practicable and, in any event, within 30 days following receipt of any such request, Pubco shall give written notice Demand Notice in the case of a Short-Form Registration or within 90 days following receipt of such requested registration Demand Notice in the case of a Long-Form Registration and (y) cause such Registration Statement to all other holders become; provided, however, that if a Demand Notice is delivered prior to the expiration of Registrable Securities andthe IPO Lock-up Period, the Company Group shall not be obligated to file (but shall be obligated to prepare) such Registration Statement prior to the expiration of the IPO Lock-up Period. With respect to any Underwritten Offering to be conducted pursuant to any Demand Registration, the Sponsor shall select the underwriter(s) for such offering, subject to the terms and conditions set forth herein, reasonable satisfaction of the Company. The Company Group shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in use its reasonable best efforts to keep any related underwriting) all such Registrable Securities Registration Statement with respect to which Pubco has received written requests for inclusion therein within five any Demand Registration filed pursuant to this Section 3(a) continuously effective under the Securities Act until the earlier to occur of (5x) Business Days 180 days after the receipt effective date thereof and (y) consummation of Pubco’s notice. Each holder the distribution by the Holders of Registrable Securities agrees that included in such holder Registration Statement. No Demand Registration shall treat be deemed to have occurred for purposes of this Section 3, and any Demand Notice delivered in connection therewith shall not count as confidential a Demand Notice for purposes of Section 5, if (x) the receipt Registration Statement relating thereto (and covering all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice, subject to any cut-back pursuant to Section 3(c)) (i) does not become effective, or (ii) is not maintained continuously effective for the period required pursuant to this Section 3, (y) the offering of the notice Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of Demand Registration and shall the SEC during such period or (z) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, satisfied other than as a result of disclosure by the holder in breach of the terms of Sponsor’s actions. All requests made pursuant to this Section 3 shall: (i) state that it is a notice to initiate a Demand Registration under this Agreement; and (ii) specify the number of Registrable Securities to be registered and the intended method(s) of disposition thereof.

Requests for Registration. Subject (a) Prior to the terms and conditions third anniversary of the date of this Agreement and of Agreement, the Lock-Up AgreementsRequisite Investors may, and, at anytime thereafter, any time or from time to time, the holders of Registrable Securities Shareholder Group may request registration under the Securities Act of all or any portion part of their Registrable Securities on Form S-1 or any similar long-form registration statement by notice to the Company (a “Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration StatementDemand Request”); provided, if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for however, that a Demand Registration shall specify Request may only be made if the approximate number sale of the Registrable Securities requested to be registered and by the Requesting Shareholders is reasonably expected to result in (i) aggregate gross cash proceeds of at least $100,000,000 (without regard to any underwriting discount or commission) or (ii) a sale of two percent (2%) or more of the outstanding shares of Common Stock. Within two (2) Business Days after its receipt of any such request, the Company will give written notice of such request to all other holders of Registrable Securities, including the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written Such notice of such requested registration to all will offer each other holders holder of Registrable Securities andthe opportunity to include in the Demand Registration its Pro Rata Portion based on the aggregate amount of Registrable Securities proposed to be registered. Thereafter, subject the Company will use its reasonable best efforts to promptly file a registration statement under the terms Securities Act with the intended method of distribution specified by the Requisite Participating Investors and conditions set forth herein, shall use its reasonable best efforts to effect such registration and to include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingx) all such Registrable Securities which have been requested to be included therein in accordance with the first sentence of this Section 1.1(a) and (y) all other Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein by the other Shareholders within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the their receipt of the notice of Demand Registration and shall not disclose or use the information contained Company’s notice, subject in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available each case to the public generallyprovisions of Section 1.2 (each, other than as a result of disclosure by “Demand Registration”). Subject to Section 1.1(b), the holder Company will pay all Registration Expenses in breach of the terms of this Agreementconnection with each request for such a Demand Registration.

Requests for Registration. Subject to the following paragraphs of this Section 2(a), each of the Requisite Shareholders shall have the right from time to time by delivering a written notice to the Company (a “Demand Notice”) to require the Company to register, pursuant to the terms and conditions of this Agreement under and in accordance with the provisions of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered and pursuant to the intended method terms of distribution. Within this Agreement (a “Demand Registration”); provided, however, that (i) a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the participating Requisite Shareholders is reasonably expected by such Requisite Shareholders to result in aggregate gross cash proceeds in excess of $50,000,000 (before deducting any underwriting discount or commission); provided that notwithstanding the foregoing or anything to the contrary elsewhere in this Agreement, each Requisite Shareholder shall have the right to deliver an Initiating Demand Notice (as defined below) no fewer than five (5) times and a Joinder Demand Notice (as defined below) no fewer than five (5) times; and (ii) the Company shall not be obligated to effect more than one such Demand Registration in any 180-day period without the consent of a majority of the board of directors. In the event any Requisite Shareholder (an “Initiating Demand Shareholder”) delivers a Demand Notice (an “Initiating Demand Notice”), each other Requisite Shareholder shall be entitled to join in such demand for registration by delivering written notice thereof (a “Joinder Demand Notice”) to the Company and the Initiating Demand Shareholder within ten (10) Business Days after its receipt of the Notice (as defined below) from the Company, in which case the Initiating Demand Notice shall be deemed to have been delivered jointly by the Initiating Demand Shareholder and each other Requisite Shareholder which delivered a Joinder Demand Notice (each, an “Additional Demand Shareholder” and together with the Initiating Demand Shareholder, the “Demand Shareholders”) as of the date of the receipt by the Company of the Initiating Demand Notice and for the number of Registrable Securities set forth in the Initiating Demand Notice with respect to the Initiating Demand Shareholder and in the respective Joinder Demand Notice with respect to each Additional Demand Shareholder. Following receipt of an Initiating Demand Notice, the Company shall file a Registration Statement with respect to the Registrable Securities covered in such Initiating Demand Notice and, if applicable, in any related Joinder Demand Notices, and otherwise requested to be included in such requestRegistration Statement in accordance with this Section 2(a), Pubco as promptly as practicable, but not later than 45 days after receipt of such Initiating Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Any Demand Registration may be required by the Requisite Shareholders making such demand to be on an appropriate form under the Securities Act (including Form S-3ASR or any successor form that becomes effective upon filing with the SEC if the Company is then eligible to use such form) in accordance with the methods of distribution set forth in the Registration Statement and Rule 415 under the Securities Act. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period in which case such Requisite Shareholders shall be entitled to an additional Demand Registration, as the case may be, in lieu thereof. Within 10 days after receipt by the Company of an Initiating Demand Notice, the Company shall give written notice (the “Notice”) of such requested registration Initiating Demand Notice to all other holders of Registrable Securities andand shall, subject to the terms and conditions set forth hereinprovisions of Section 2(b) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has the Company received written requests for inclusion therein within five (5) Business Days 15 days after such Notice is given by the receipt Company to such holders. All requests made pursuant to this Section 2 will specify the number of Pubco’s noticeRegistrable Securities to be registered and the intended methods of disposition thereof. Each holder of Registrable Securities agrees that which has requested to include Registrable Securities in any Registration Statement pursuant to this Section 2(a) shall furnish to the Company in writing such other information regarding such holder and the distribution proposed by such holder as the Company reasonably requests specifically for use in connection with such Registration Statement. The Company shall treat as confidential be required to maintain the receipt effectiveness of the notice of Registration Statement with respect to any Demand Registration and shall not disclose for a period of at least 270 days after the effective date thereof or use the information contained such shorter period in which all Registrable Securities included in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementStatement have actually been sold.

Requests for Registration. Subject to At any time following the terms and conditions of this Agreement and of date hereof, the Lock-Up AgreementsRequired Investor Holders, or at any time following the earlier of (i) two years from the date hereof, or from time to time(ii) the date of the completion of the audit of the Company's financial statements for the fiscal year ended December 31, 2007, the holders of Registrable Securities Required Cypress Holders, may request in writing that the Company effect the registration under the Securities Act (a "Demand Registration") of all or any portion part of their the Registrable Securities on Form S-1 held by such Required Investor Holders or Required Cypress Holders, as the case may be, specifying the intended method of disposition thereof (a "Registration Request") by filing with the Commission a Demand Registration Statement. Promptly after its receipt of any similar long-form registration statement Registration Request, but no later than 10 days after receipt of such Registration Request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, as expeditiously as practicable following a Registration Request in accordance with the provisions of this Agreement, all Registrable Securities (“Long-Form Registrations”subject to any reduction pursuant to Section 1(f)) orthat have been requested to be registered by the Initiating Holders in the Registration Request or by any other Holders by written notice to the Company given within 30 days after the date the Company has given such Holders notice of the Registration Request to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of disposition thereof specified in such Registration Request or further requests (including, if availablewithout limitation, on Form S-3 (including only with respect to a Registration request of the Required Investor Holders, by means of a shelf registration pursuant to Rule 415 under the Securities ActAct (a "Shelf Registration") or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf if so requested and if the Company is then eligible to use such a registration). The Company shall use its reasonable best efforts to have such Demand Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested Statement declared effective by the Initiating Investors being referred Commission as soon as practicable after the filing thereof and to herein as “keep such Demand Registrations”)Registration Statement continuously effective for the period specified in Section 3. Each request for Notwithstanding anything in this Section 1(a) to the contrary, the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate gross proceeds resulting from such Demand Registration could reasonably be expected to equal or exceed (x) $50,000,000, in the case of a Demand Registration shall specify initiated by the approximate number Required Investor Holders, or (y) the lesser of (1) $25,000,000 or (2) all of the Registrable Securities requested to be registered and then held by the intended method of distribution. Within five (5) Business Days after receipt of any such requestCypress Shareholders in the aggregate, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to in the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt case of the notice of Demand Required Cypress Holders. The Company will pay all Registration and shall not disclose or use the information contained Expenses incurred in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available connection with any registration pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementSection 1.

Requests for Registration. Subject to the terms and conditions of this Agreement and, as applicable, the lock-up provisions contained in Section 7.12 of Pubco’s Amended and of Restated Bylaws (the Lock-Up Agreements“Bylaws”), at any time or from time to time, provided that Pubco does not then have an effective Registration Statement outstanding covering all of the Registrable Securities, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) ), in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within Subject to Sections 10(a) and 10(b) (collectively, the “MNPI Provisions”), within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions provisions of this Agreement and Article II, any Holder or group of Holders holding Registrable Securities representing at least 5% of the Lock-Up Agreements, New Common Shares then outstanding may at any time or from time to time, the holders of Registrable Securities may make a written request for registration under the Securities Act of all or any portion part of their such Holders' Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant "Demand Registration"); provided that no Holder shall be entitled to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration until 11 months after the effective date of the Plan. Such request shall specify the approximate number amount of Registrable Securities requested to be registered and the intended method or methods of distributiondisposition. Within five (5) Business Days Promptly after receipt of any such request, Pubco the Company shall give send written notice of such requested registration request to all other holders of Registrable Securities andHolders and shall, subject to the terms and conditions set forth hereinprovisions of this Article II, shall include in such registration (and in Demand Registration all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received the Company receives written requests (specifying the amount of Registrable Securities to be registered and the intended method or methods of disposition) for inclusion therein within five (5) Business Days 15 days after such notice is sent; provided that if the receipt managing underwriter for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise the Holders that, in its opinion, the inclusion of Pubco’s notice. Each holder the amount of Registrable Securities agrees to be sold for the account of Holders other than the Holder that initiated such holder shall treat as confidential Demand Registration ("Non-Initiating Holders") would adversely affect the receipt success of the notice offering, then the number of Registrable Securities to be sold for the account of such Non-Initiating Holders shall be reduced (and may be reduced to zero) in accordance with the managing underwriter's recommendation. As promptly as practicable thereafter, but in no event later than 45 days after the end of such 15-day period, but subject to Section 2.3 hereof, the Company shall use its reasonable best efforts to file with the SEC a Registration Statement, registering all Registrable Securities that any Holders have requested to register, for disposition in accordance with the intended method or methods set forth in their notices to the Company. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein; provided that no Registration Statement for a Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the become effective prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by day following the holder in breach one-year anniversary of the terms effective date of this Agreementthe Plan.

Requests for Registration. (a) Subject to the terms and conditions provisions of this Agreement and Article II, any Holder or group of the Lock-Up Agreements, Holders may at any time or from time to time, the holders of Registrable Securities may make a written request (a “Demand Request”) for (i) registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement of all or any portion of its Registrable Securities and/or the filing of a Canadian Prospectus under applicable Canadian Securities Laws with respect to Registrable Securities or (“Long-Form Registrations”ii) or, if available, on the Company is then eligible to use Form S-3 (including or a shelf Canadian Shelf Prospectus, a Shelf Registration of all or any portion of its Registrable Securities, as the case may be, in accordance with registration pursuant to Rule 415 requirements under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement Act and/or applicable Canadian Securities Laws (as defined in Rule 405) (an a “Automatic Shelf Registration StatementDemand Registration”). Such Demand Requests shall specify the amount of Registrable Securities to be registered and/or qualified for issue and sale, the intended method or methods of disposition and the jurisdiction(s) in which such registration is to take place. SpinCo shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its commercially reasonable efforts to, as applicable, file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, and/or file with, and obtain a receipt (if available applicable) from, the applicable Canadian Securities Authorities a Canadian Prospectus with respect to Pubco (“Short-Form Registrations”) all Registrable Securities included in such Demand Request, for disposition in accordance with Section 2(bthe intended method or methods set forth therein as promptly as possible following receipt of a Demand Request; provided, that if the managing underwriter(s) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall specify advise SpinCo that, in its reasonable opinion, the approximate number of Registrable Securities requested to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of SpinCo and the Holders), then SpinCo will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, Initial Common Shares proposed to be registered for offer and the intended method sale by SpinCo; and third, Initial Common Shares proposed to be registered pursuant to any piggy-back registration rights of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other security holders of SpinCo other than any Holder. SpinCo shall (A) use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (1) ninety (90) days following the date on which it was declared effective and (2) the date on which all of the Registrable Securities and, subject covered thereby are disposed of in accordance with the method or methods of disposition stated therein and (B) with respect to a Demand Registration that relates to the terms and conditions set forth hereinfiling of a Canadian Prospectus, shall include in such registration from the period beginning on the date of a receipt obtained from the applicable Canadian Securities Authority until the completion of the distribution of all Registrable Securities covered by the Demand Request (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all the closing date of the offering of such Registrable Securities thereunder, if later), comply with respect applicable Canadian Securities Laws, and prepare and file promptly any prospectus or marketing material amendment which, in the opinion of SpinCo, acting reasonably, may be necessary or advisable for the distribution of such Registrable Securities, and will otherwise comply with all legal requirements and take all actions necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of continue to qualify such Registrable Securities agrees that for distribution in the applicable provinces and territories of Canada for as long as may be necessary to complete the distribution of such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementRegistrable Securities.

Requests for Registration. Subject to the terms and conditions provisions of this Agreement and of Article II, the Lock-Up Agreements, MCMI Holder may at any time or from time to time, the holders of Registrable Securities may make a written request (a “Demand Request”) for registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (a “Long-Form RegistrationsDemand Registration”) or, if available, on Form S-3 after such Registrable Securities are no longer subject to the underwriter lock-up applicable to the IPO (including a shelf registration pursuant which may be due to Rule 415 under the Securities Act) expiration or any similar shortwaiver of such lock-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available up with respect to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”Registrable Securities). Each request for a Such Demand Registration Requests shall specify the approximate number amount of Registrable Securities requested to be registered and the intended method or methods of distributiondisposition. Within Guild shall, within five (5) Business Days after days of the receipt of any such requesta Demand Request, Pubco shall give written notice of such requested registration Demand Request to all other holders Holders of Registrable Securities and(the “Guild Notice”). Guild shall, subject to the terms provisions of this Article II and conditions to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file as promptly as reasonably practicable, but in any event not later than forty-five (45) days after the Demand Request is received, with the Commission a Registration Statement registering all Registrable Securities included in such Demand Request and any Registrable Securities that the Holders request to be included within the ten (10) days following their receipt of the Guild Notice, for disposition in accordance with the intended method or methods set forth hereintherein as promptly as possible following receipt of a Demand Request; provided, that, if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall include advise Guild that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the price, timing or distribution of the securities offered or the market for the securities offered, then Guild will be entitled to reduce the number of Registrable Securities included in such registration (and to the number that, in all related registrations and qualifications under state blue sky laws or the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in compliance with other registration requirements and the event of such a reduction in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder number of Registrable Securities agrees that included in such holder registration, the number of Registrable Securities registered shall treat as confidential be allocated in the receipt following priority: first, pro rata among the Holders participating in the Demand Registration based on the relative number of Registrable Securities then held by each such Holder; second, and only if all the securities referred to in the preceding clause “first” have been included, to Guild up to the number of shares of Class A Common Stock proposed to be registered for offer and sale by Guild; and third, and only if all of the notice securities referred to in the preceding clauses “first” and “second” have been included to holders of shares of Class A Common Stock otherwise eligible to be included in such Demand Registration, on a pro rata basis based on the relative number of Registrable Securities then held by the holders of such shares of Class A Common Stock, up to the number of securities that in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. Guild shall use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as reasonably practicable after filing and to remain effective until the earlier of (i) ninety (90) days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Notwithstanding the foregoing, the Company shall not be required to effect any registration to be effected pursuant to this Section 2.1 unless the Registrable Securities requested to be registered pursuant to a Demand Registration and shall not disclose or use the information contained in such notice represent an aggregate offering price of Demand Registration without the prior written consent of Pubco until such time as the information contained therein Registrable Securities that is or becomes available reasonably expected to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementequal at least $10,000,000.

Requests for Registration. Subject to the terms blackout provisions contained in Section 2.06 and conditions the limitations set forth in this Section 2.01, a Holder or group of this Agreement and Holders (such Holder or group of the Lock-Up Agreements, at any time or from time to timeHolders, the holders of “Initiating Holder(s)”) shall have the right to require the Company to effect a registration with respect to Registrable Securities beneficially owned by such Initiating Holder(s) for an underwritten registration (which, for the avoidance of doubt, may request registration be pursuant to a Shelf Registration Statement as determined by the Initiating Holder(s)) under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (a “Long-Form RegistrationsRegistration Request”) or, if available, on Form S-3 by delivering a written request therefor (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form RegistrationsRequest Notice”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by Company specifying the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and included in such underwritten registration by the intended method Initiating Holder(s). In no event shall the Initiating Holder(s) make a Registration Request under this Section 2.01(a) to offer in the aggregate less than Registrable Securities that constitute three percent (3%) of distributionthe Company’s outstanding Common Stock as of the date of the Request Notice (the “Request Date”). Within five (5) Business Days As soon as practicable after the receipt of any such requesta Registration Request, Pubco the Company shall (i) give written notice of such requested registration request to all other holders Holders and (ii) use commercially reasonable efforts to effect the registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of the Registrable Securities and, subject that have been requested to be registered in the Registration Request or by any other Holder by written notice to the terms and conditions set forth herein, shall include in such registration Company given within fifteen (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (515) Business Days after the receipt date the Company delivered such Holders notice of Pubco’s noticethe Registration Request. Each holder Any registration requested by a Holder or Holders pursuant to this Section 2.01(a) is referred to in this Agreement as a “Demand Registration”. The Company shall not be obliged under this Section 2.01(a) to effect more than (A) one (1) Demand Registration during any nine-month period or (B) a total of three (3) Demand Registrations on behalf of the Holders. For the avoidance of doubt, the Company, at its sole option, may elect to utilize an existing Registration Statement for the purpose of registering any Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of covered by a Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementRegistration.

Requests for Registration. Subject to the terms and conditions following paragraphs of this Agreement and of Section 3(b), following the Lock-Up AgreementsClosing, at any time one or from time more Shareholders shall have the right, by delivering or causing to timebe delivered a written notice to the Company, to require the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration Company to register pursuant to Rule 415 the terms of this Agreement, under and in accordance with the provisions of the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”)the offer, if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) sale and Section 2(c) below (such holders being referred to herein as distribution of the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration pursuant to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementAgreement on Form S-3 (which, unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to Rule 415 of the Securities Act and (B) if the Company is a Well-Known Seasoned Issuer at the time of filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (each, a “Short-Form Registration”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (each, a “Long-Form Registration”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to make the initial filing of the Registration Statement within sixty (60) days following receipt of such Demand Notice in the case of a Short-Form Registration or within ninety (90) days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, that, unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $150,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(b), the Company shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not an Automatic Shelf Registration Statement).

Requests for Registration. Subject The Securityholders contemplate the organization of a corporation and reorganization or recapitalization of the LLC pursuant to Section 15.7 of the LLC Agreement. The corporate successor to the terms and conditions of this Agreement and LLC shall be referred to herein as the "Company." At any time after the organization of the Lock-Up Agreements, at any time or from time to timeCompany, the holders of a majority of the GTCR Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“a "Long-Form Registrations”) orRegistration"), if available, or on Form S-2 or S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”a "Short-Form Registration"), if available to Pubco available. In addition, no earlier than 180 days after the Company has completed its initial public offering, each of (“A) the holders of at least a majority of the GIC Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities in a Long-Form Registration or, if available, in a Short-Form Registrations”Registration, and (B) the holders of at least a majority of the TCW/Crescent Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities in accordance with a Long-Form Registration or, if available, in a Short-Form Registration. All registrations requested pursuant to this Section 2(b1(a) and Section 2(c) below (such holders being are referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “"Demand Registrations”). ." Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionanticipated per share or per unit price range for such offering. Within five (5) Business Days ten days after receipt of any such request, Pubco the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubco’s the Company's notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at At any time or from time to timeafter the date hereof, (i) the holders of a majority of the MDCP Registrable Securities then outstanding may request registration up to two registrations under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“each, a "Long-Form Registrations”Registration"), (ii) orthe holders of a majority of the XxXxxxxx Registrable Securities then outstanding may request one Long- Form Registration, if available, (iii) the holders of at least 10% of the Purchaser Registrable Securities then outstanding may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“"Short-Form Registrations”") if available, and (iv) the holders of a majority of the Meritage Registrable Securities then outstanding may request one Short-Form Registration, if available; provided that the aggregate offering value of the Registrable Securities requested to be registered in accordance with Section 2(bany registration under this paragraph 1(a) (any "Demand Registration") must equal at least $15 million in any Long- Form Registration, and Section 2(cat least $5 million in any Short-Form Registration; and provided further that the right of the holders of Meritage Registrable Securities under clause (iv) below above will terminate at such time as Meritage and its affiliates cease to hold in the aggregate at least 50% of the Meritage Registrable Securities held by Meritage on the date hereof. All requests for Demand Registrations shall be made by giving written notice to the Company (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “"Demand Registrations”Notice"). Each request for a Demand Registration Notice shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionanticipated per share price range for such offering. Within five (5) Business Days ten days after receipt of any such requestDemand Notice, Pubco the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinprovisions of paragraph 1(d) below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubco’s the Company's notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreementslimits set forth below, at any time after the completion of the IPO, each of HPI (or from time its designated Permitted Transferee) and Sub (or its designated Permitted Transferee) shall have the right by delivering a written notice to timeHII (a “Demand Notice”, and the Stockholder submitting such Demand Notice, a “Demanding Stockholder”) to require HII to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”). Within ten (10) days after receipt by HII of a Demand Notice, HII shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities may and shall, subject to the provisions of subsection (b), include in such registration all Registrable Securities with respect to which HII received written requests for inclusion therein within ten (10) days after such Notice is given by HII to such holders. A Demand Notice (including a Demand Notice that is also a Take-Down Notice) shall only be binding on HII if the sale of all Registrable Securities requested to be registered (pursuant to the Demand Notice and in response to the Notice) is reasonably expected to result in aggregate gross proceeds in excess of $25,000,000. Following receipt of a Demand Notice for a Demand Registration, HII shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 60 days after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Each of HPI and Sub shall be entitled to request four (4) Demand Registrations; provided, however, that there shall be no limit to the number of Demand Registrations that constitute “shelf” registrations as contemplated by the next succeeding sentence. After such time as HII shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of all any of its securities, HPI or Sub shall be entitled to request that any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (Demand Registration for which such Stockholder is delivering a Demand Notice be a “Long-Form Registrations”) or, if available, on Form S-3 (including a shelf shelf” registration pursuant to Rule 415 under the Securities Act, and each of HPI and Sub shall be entitled to an unlimited number of Demand Registrations that constitute “shelf” registrations. Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur within any six (6) or month period from the effective date of any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available Statement filed pursuant to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “a prior Demand Registrations”)Notice. Each request for a No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if (i) the Registration Statement relating to such Demand Registration does not become effective, (ii) the Registration Statement relating to such Demand Registration is not maintained effective for the period required pursuant to this subsection (a), (iii) the offering of the Registrable Securities pursuant to the Registration Statement relating to such Demand Registration is subject to a stop order, injunction or similar order or requirement of the Commission during such period, or (iv) the Demand Registration does not become effective because the Demanding Stockholder withdraws its Demand Notice because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), prospects, business, assets or results of operations of HII and its subsidiaries taken as a whole subsequent to the date of the delivery of the Demand Notice. All requests made pursuant to this Section 2 will specify the approximate number amount of Registrable Securities requested to be registered and the intended method methods of distributiondisposition thereof. Within five HII shall be required to maintain the effectiveness of the Registration Statement (5except in the case of a requested “shelf” registration) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests any Demand Registration for inclusion therein within five (5) Business Days a period of at least 180 days after the receipt effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of Pubco’s notice. Each time equal to the period the holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained refrains from selling any securities included in such notice registration at the request of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is (x) an underwriter or becomes available (y) HII pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms provisions of this Agreement. HII shall be required to maintain the effectiveness of a “shelf” Registration Statement with respect to any Demand Registration at all times until the third anniversary of the effective date thereof, or, if earlier, until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Stockholder owning Common Equity Securities that have been included on a “shelf” Registration Statement may request that such Common Equity Securities be removed from such Registration Statement, in which event HII shall promptly either withdraw such Registration Statement if the Common Equity Securities of such Stockholder are the only Common Equity Securities still covered by such Registration Statement or file a post-effective amendment to such Registration Statement removing such Common Equity Securities. Notwithstanding anything contained herein to the contrary, HII hereby agrees that (i) each Demand Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to allow for a distribution to, and resale by, the direct and indirect affiliates, partners, members or stockholders of a holder of Registrable Securities (a “Partner Distribution”) and (ii) HII shall, at the reasonable request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to effect such Partner Distribution.

Requests for Registration. Subject Commencing 180 days after the Initial Public Offering, a Qualified Holder shall have the right by delivering a written notice to the Company (the “Demand Notice”) to require the Company to register, pursuant to the terms and conditions of this Agreement under and in accordance with the provisions of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”). Following receipt of a Demand Notice for a Demand Registration, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 30 days, after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the intended method Securities Act as promptly as practicable after the filing thereof. Each Principal Shareholder shall be entitled to a maximum of distributionone Demand Registration, which, if such Demand Registration has not been exercised, may be transferred to any of such Principal Shareholder’s successors or assigns who becomes a Qualified Holder pursuant to Section 12(c); provided, however, that no such succession or assignment shall have the effect of increasing the number of Demand Registrations to be performed by the Company for the benefit of the shares held by such Principal Shareholder. Notwithstanding any other provisions of this Section 3, in no event shall more than one Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holders shall be entitled to an additional Demand Registration in lieu thereof. Within five ten (510) Business Days days after receipt by the Company of any such requesta Demand Notice, Pubco the Company shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the terms and conditions set forth hereinprovisions of Section 3(b) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has the Company received written requests for inclusion therein within five ten (510) Business Days days after such Notice is given by the receipt of Pubco’s noticeCompany to such holders. Each holder All requests made pursuant to this Section 3 will specify the amount of Registrable Securities agrees to be registered and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such holder period shall treat as confidential be extended for a period of time equal to the receipt period the holders of Registrable Securities refrain from selling any securities included in such registration at the request of an underwriter of the notice of Demand Registration and shall not disclose Company or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available Company pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the following paragraphs of this Section 3(a), (i) upon the requisite approval of the Board, Allstar shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and conditions in accordance with the provisions of the Securities Act, the offer and sale in an Initial Public Offering of a number of shares of Common Stock specified by Allstar (which offer and sale may include an offering of newly issued Common Stock by the Corporation and/or, at the request of Allstar, an offering of Registrable Securities) and (ii) following the Initial Public Offering, each of KKR Shareholders and Xxxxxxx Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer and sale of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement and of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar or successor long-form registration statement (“Long-Form Registrations”) or, if availablethe Corporation is then eligible, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar or successor short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (any such holders being referred to herein as the written notice, a “Initiating InvestorsDemand Notice” and all registrations requested by the Initiating Investors being referred to herein as any such registration, a “Demand RegistrationsRegistration”). Each request for ; provided, however, that a Demand Registration shall specify Notice may only be made if the approximate number sale of the Registrable Securities requested to be registered by any such demanding Shareholder (or all such demanding Shareholders if more than one Shareholder makes a demand) is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission) in the case of any Long-Form Registration and at least $20,000,000 (without regard to any underwriting discount or commission) in the intended method case of distributionany Short-Form Registration; provided, further that, unless the Board shall otherwise consent, subject to Section 3(e), the Corporation shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) within a period of 90 days after the effective date of any other registration statement relating to any registration request under this Section 3(a) (except if the underwriters shall require a longer period, but in any event no more than 180 days). A KKR Shareholder or a Xxxxxxx Shareholder may, in connection with any Demand Registration requested by such holder that is a Short-Form Registration, require the Corporation to file such registration statement with the SEC in accordance with and pursuant to Rule 415 under the Securities Act including, if the Corporation is a well-known seasoned issuer at the time of filing of the Short-Form Registration (as defined in Rule 405 under the Securities Act), as an automatic shelf registration (a “Shelf Registration Statement”). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3, and shall not count as a Demand Notice for purposes of Section 3(e), if (w) the Registration Statement relating thereto does not become effective, or is not maintained effective by the Corporation for the period required pursuant to this Section 3, (x) the offering of the Registrable Securities pursuant to such Registration Statement is not completed for any reason (other than solely by reason of some act or omission by the holder exercising its Demand Notice, including the withdrawal of such registration request pursuant to Section 3(d)), including because it was subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (y) the holder exercising its Demand Notice has fewer than 60% of the amount of Registrable Securities originally requested to be included in such Registration Statement as a result of a Demand Cutback or (z) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Demand Registration are not satisfied, other than solely by reason of some act or omission by the holder exercising its Demand Notice to fail to perform its obligations under this Agreement or such purchase or underwriting agreement. Within five (5) Business Days 10 days after receipt by the Corporation of any such requesta Demand Notice in accordance with this Section 3(a) (other than a Demand Notice provided to effect an Initial Public Offering in which Allstar is not selling (or causing to be sold) Common Stock on a secondary basis, Pubco in which case no Notice shall be required), the Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the terms and conditions set forth hereinprovisions of Section 3(b) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has the Corporation received written requests for inclusion therein within five 20 days after such Notice is given by the Corporation to such holders, it being understood that any such request for inclusion of Registrable Securities given by a holder (5including if given by a Xxxxxxx Shareholder) Business Days shall not be considered a Demand Notice for purposes of Section 3(e). The parties agree that, if the Corporation is effecting an Initial Public Offering in which Allstar or any of its Affiliates is selling (or causing to be sold) Common Stock on a secondary basis, then Allstar shall have be deemed to have made a Demand Notice for purposes of this Agreement. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and/or, in the case of an Initial Public Offering, the number of shares of Common Stock to be issued by the Corporation (if any), and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement filed in connection with any Demand Registration for a period of at least 180 days after the receipt effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of Pubco’s notice. Each time equal to the period the holder of Registrable Securities agrees that refrains from selling any securities included in such holder shall treat as confidential Registration Statement at the receipt request of the notice Corporation or an underwriter of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available Corporation pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms provisions of this Agreement. The Corporation shall use its reasonable best efforts to keep any Shelf Registration Statement continuously effective under the Securities Act until the earlier of (A) the date when all of the Registrable Securities covered by such Shelf Registration Statement have been sold and (B) the date on which the Registrable Securities covered by the Shelf Registration Statement are eligible to be sold or transferred without being subject to any holding period or volume limitations pursuant to Rule 144.

Requests for Registration. Subject to the terms and conditions provisions of this Agreement Article II, any Holder or group of Holders shall have the right to make a written request (a “Demand Request”) to have Lazard Ltd register under the Securities Act for offer and sale an amount of such Holders’ Registrable Securities that is not less than the Lock-Up AgreementsMinimum Demand Number a “Demand Registration”), at any time on or from time after July 1, 2008 (the “Initial Conversion Date”) and prior to time, the holders termination of this Agreement. Such Demand Request shall specify the amount of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method or methods of distributiondisposition. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities andLazard Ltd shall, subject to the terms provisions of this Article II and conditions to the Holders’ compliance with their obligations under the provisions of this Agreement, as promptly as practicable, but in no event later than 90 days after the date of the Demand Request, register under the Securities Act all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth hereintherein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Lazard Ltd that in its opinion, shall include the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Lazard Ltd and the Holders), then Lazard Ltd will be entitled to reduce the number of Registrable Securities included in such registration (and to the number that, in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s noticeabove. Each holder The number of Registrable Securities agrees that may be registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such holder Holder in the Demand Request, second, all Lazard Ltd Shares proposed to be registered for offer and sale by Lazard Ltd and third, to Lazard Ltd Shares proposed to be registered pursuant to any piggy-back registration rights of third parties. Lazard Ltd shall treat use its reasonable best efforts to cause such Registration Statement to be declared effective as confidential soon as practicable after filing and to remain effective until the receipt earlier of (i) 60 days following the date on which it was declared effective and (ii) the date on which all of the notice Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Each Demand Registration and Request shall be irrevocable except as otherwise expressly provided herein (including Section 2.4). Notwithstanding anything to the contrary in this Article II, no Holder shall have the right to require Lazard Ltd to register any Registrable Securities pursuant to this Article II during any period (not disclose or use to exceed 180 days) following the information closing of the completion of a distribution of securities offered by Lazard Ltd that would cause Lazard Ltd to breach a lock-up provision contained in the underwriting agreement for such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementdistribution.

Requests for Registration. Subject to the terms and conditions following paragraphs of this Section 3(a), on or after the release from escrow of all Purchased Shares from any Subaccount pursuant to the Merger Agreement, Warrant Escrow Agreement and of the Lock-Up Agreements, at any time or from time to timeEscrow Agreement, the holders of a majority of the Registrable Securities may request registration under shall have the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) orright, if availableby delivering a written notice to the Corporation, on Form S-3 (including a shelf registration to require the Corporation to register, pursuant to Rule 415 the terms of this Agreement, under and in accordance with the provisions of the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that the intended method Corporation shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) within a period of distributionone hundred eighty (180) days after the effective date of any other registration statement relating to any registration request under this Section 3(a). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 3 or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within five ten (510) Business Days days after receipt by the Corporation of any such requesta Demand Notice in accordance with this Section 3(a), Pubco the Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the terms and conditions set forth hereinprovisions of Section 3(b) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has the Corporation received written requests for inclusion therein within twenty-five (525) Business Days days after such Notice is given by the receipt of Pubco’s noticeCorporation to such holders. Each holder All requests made pursuant to this Section 3 will specify the number of Registrable Securities agrees to be registered and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such holder period shall treat as confidential be extended for a period of time equal to the receipt period the holders of Registrable Securities covered by such Demand Registration refrains from selling any securities included in such Registration Statement at the request of the notice Corporation or an underwriter of Demand Registration and the Corporation pursuant to the provisions of this Agreement; provided, further, that the Corporation shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco its reasonable best efforts to keep any shelf registration statement continuously effective until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach each of the terms of this AgreementRegistrable Securities registered pursuant to such shelf registration statement has been sold in one or more Shelf Underwritten Offerings or otherwise.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to time, the holders of Registrable Securities each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holder making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available . Except to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and the extent that Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each applies, within five Business Days of receipt of a request for a Demand Registration shall specify Registration, the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(d), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities of each Holder with respect to which Pubco the Company has received a written requests request for inclusion therein within five (5) Business Days after the receipt of Pubcodate the Company’s noticenotice was delivered. Each holder of Registrable Securities agrees that such holder shall treat as confidential Notwithstanding the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generallyforegoing, other than as a result of disclosure by the holder in breach delivery to each Holder of the terms of written notice in accordance with this AgreementSection 2(a), the Company shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to timeafter the Closing under the Merger Agreement, (i) the holders of at least a majority of the Investor Registrable Securities may Securities, on the one hand, or (ii) the holders of at least a majority of the Sponsor Registrable Securities, on the other hand, may, in each case, request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, or on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available; provided that the holders of Investor Registrable Securities, on the one hand, and Sponsor Registrable Securities, on the other hand, may only make two such requests each. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”. The holders of a shelf majority of the Investor Registrable Securities or Sponsor Registrable Securities, as applicable, making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt of any such request, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days ten days after the receipt of Pubco’s Company issues such notice. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the following paragraph of this Section 3(a), a Qualified Holder shall have the right by delivering a written notice to the Corporation (a “Demand Notice”) to require the Corporation to register, pursuant to the terms and conditions of this Agreement under and in accordance with the provisions of the Lock-Up AgreementsSecurities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that a Demand Notice may only be made (i) at any time after a Qualified Public Offering (except in the case of a Pre-QPO Demand Registration) and (ii) if the sale of the Registrable Securities requested to be registered by such Qualified Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $10,000,000. Following receipt of a Demand Notice for a Demand Registration (or from time to timeof a Pre-QPO Demand Notice for a Pre-QPO Demand Registration), the holders Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 30 days after such Demand Notice (or 60 days in the case of a Pre-QPO Demand Registration), and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Warburg Qualified Holders shall be entitled to an aggregate maximum of two Demand Registrations and the Blackstone Qualified Holders shall be entitled to an aggregate maximum of two Demand Registrations; provided, however, that Qualified Holders shall not be limited in the number of Demand Registrations that constitute “shelf” registrations as contemplated by the next succeeding sentence, and provided, further, that each of Blackstone and Warburg shall have the right by delivering a written notice to the Corporation (a “Pre-QPO Demand Notice”) to require the Corporation to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (each, a “Pre-QPO Demand Registration”); provided, however, that a Pre-QPO Demand Notice may request only be made (i) at any time after March 9, 2011 and prior to the consummation of a Qualified Public Offering and (ii) so long as the Demand Conditions are satisfied by Blackstone or Warburg, as the case may be, as of the time of delivery to the Corporation of such Pre-QPO Demand Notice. After such time as the Corporation shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (its securities, each Qualified Holder shall be entitled to request that a Demand Registration be a “Long-Form Registrations”) or, if available, on Form S-3 (including a shelf shelf” registration pursuant to Rule 415 under the Securities Act. Notwithstanding any other provisions of this Section 3, in no event shall more than one Demand Registration or Pre-QPO Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice or Pre-QPO Demand Notice) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf within 120 days after the effective date of a Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested Statement filed by the Initiating Investors being referred to herein as “Corporation; provided that no Demand Registrations”)Registration or Pre-QPO Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. Each request for a No Demand Registration or Pre-QPO Demand Registration shall specify be deemed to have occurred for purposes of this Section 3 if the approximate number Registration Statement relating thereto (i) does not become effective (ii) is not maintained effective for the period required pursuant to this Section 3, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period in which case such requesting holder of Registrable Securities requested shall be entitled to be registered and an additional Demand Registration or Pre-QPO Demand Registration, as the intended method of distributioncase may be, in lieu thereof. Within five (5) Business Days 10 days after receipt by the Corporation of any such requesta Demand Notice or a Pre-QPO Demand Notice, Pubco the Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice or Pre-QPO Demand Notice to all other holders of Registrable Securities andand shall, subject to the terms and conditions set forth hereinprovisions of Section 3(b) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has the Corporation received written requests for inclusion therein within five 10 days after such Notice is given by the Corporation to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement (5except in the case of a requested “shelf” registration) Business Days with respect to any Demand Registration for a period of at least 180 days after the receipt effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of Pubco’s notice. Each time equal to the period the holder of Registrable Securities agrees that refrains from selling any securities included in such holder shall treat as confidential registration at the receipt request of an underwriter of the notice of Demand Registration and shall not disclose Corporation or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available Corporation pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms provisions of this Agreement. The Corporation shall be required to maintain the effectiveness of a shelf Registration Statement with respect to any Demand Registration at all times after the effective date thereof until the earlier of such time that all Registrable Securities included in such Registration Statement have actually been sold or five years from such effectiveness; provided, however, that any Stockholder owning Common Stock that has been included on a shelf Registration Statement may request that such Common Stock be removed from such Registration Statement, in which event the Corporation shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Common Stock. Notwithstanding anything contained herein to the contrary, the Corporation hereby agrees that (i) any Demand Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to allow for a distribution to, and resale by, the direct and indirect partners, members or stockholders of a holder of Registrable Securities (a “Partner Distribution”) and (ii) the Corporation shall, at the request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to effect such Partner Distribution.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to time, the holders Holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or Form F-1 or any similar long-form registration statement (“Long-Form Registrations”) ), or, if then available, on Form S-3 or F-3 or any similar short-form registration (including “Short-Form Registrations”), in each case to the extent provided in Section 2.2, Section 2.3 or Section 2.4, as applicable. All registrations requested pursuant to this Section 2.1 are referred to herein as “Demand Registrations.” The Holders of a shelf majority of the Registrable Securities making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act) or any similar short-form Act (a “Shelf Registration” and such registration statement, including a “Shelf Registration Statement”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be made pursuant to an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) ten Business Days after the receipt of any such requesta request relating to a Demand Registration, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders Holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2.5, shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingunderwritten offering) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) seven Business Days after the receipt of Pubcothe Company’s notice. Each holder ; provided that, with the consent of the holders of at least a majority of the Registrable Securities requesting the Demand Registration, the Company may provide notice of such Demand Registration to all other holders of Registrable Securities within three Business Days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to At any time on or after the terms and conditions of this Agreement and date hereof, until two years after all of the Lock-Up Agreementsprincipal amount of the Debentures ceases to be outstanding, at any time or from time to timeas set forth in this Section 1.2, the holders Holders of a majority of the Registrable Securities may in writing request registration under the Securities Act of all or any portion part of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”)Securities. Each request for a Demand Registration registration shall state that it is being made pursuant to this Section 1.2 and shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionregistered. Within five (5) Business Days ten days after receipt of any such requestnotice has been given, Pubco the Company shall give written notice to all other Holders, if any, of such requested registration to all other holders of Registrable Securities andregistration. Each such Holder shall have the right, subject by giving written notice to the terms and conditions set forth hereinCompany within 30 days after the Company gives its notice, shall include to elect to have included in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such of its Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that as such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained Holder may request in such notice of election. Upon a request for a Demand Registration, the Company shall use its reasonable best efforts to effect as expeditiously as possible the registration, in accordance with Section 1.4, of all Registrable Securities which the Company has been requested to so register. Each registration requested pursuant to this Section 1.2 is referred to herein as a “Demand Registration.” If the Company notifies the Holders in writing, prior to a request for a Demand Registration without from the Holders, of the Company’s intent to register securities with the Commission, and the Company effects a registration in accordance with Section 1.3, the Holders’ request shall be governed by Section 1.3 and shall not constitute a Demand Registration. The parties hereto acknowledge that the Company is a party to other registration rights agreements and similar agreements, and that the Company shall be entitled to register under a Registration Statement any other securities required to be registered pursuant to any other such agreements, including pursuant to “piggy-back” rights granted prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generallydate hereof; provided, other than as a result however, that such inclusion of disclosure by such securities shall not interfere with the holder in breach intended plan of distribution of the terms of this AgreementInvestors.

Requests for Registration. Subject Following the Registration Rights Effective Date, each Eligible Holder shall have the right, pursuant to Section 3.2(c) or Section 3.2(d) and subject to the terms and conditions of set forth in this Agreement and of Article 3, to request the Lock-Up Agreements, at any time or from time Parent to time, effect the holders of Registrable Securities may request registration under and in accordance with the provisions of the Securities Act of all or any portion of their the Registrable Securities on Form S-1 or any similar long-form beneficially owned by such Eligible Holder by submitting a written request of such registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under and specifying the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number amount of Registrable Securities requested proposed to be registered and the intended method (or methods) and plan of distribution. Within five (5) Business Days after receipt of any such requestdisposition thereof, Pubco shall give written notice of including whether such requested registration is to all involve an underwritten offering (a "Registration Demand"). The Parent shall give prompt written notice thereof (a "Demand Registration Notice") (and in any event within 10 Business Days from the date of receipt of such Registration Demand) to each other holders Eligible Holder, each of Registrable Securities andwhom shall be entitled to elect to include, subject to the terms and conditions set forth hereinin this Article 3, 10 Registrable Securities beneficially owned by it in the Registration Statement to which a Demand Registration Notice relates, by submitting a written request to the Parent (a "Registration Request") within 15 days after the date of such Demand Registration Notice, specifying the number of Registrable Securities that such Eligible Holder intends to dispose of pursuant to such Registration Statement. Except as otherwise provided in this Agreement, the Parent shall prepare and use its reasonable best efforts to file with the SEC, within 60 days after the date of the applicable Registration Demand, a Registration Statement with respect to the following (in either case subject to Section 3.2(j) if the Registrable Securities will be sold in an underwritten offering): (i) all Registrable Securities of the Initial Requesting Holder included in such Registration Demand and (ii) all Registrable Securities that other Eligible Holders elect to include in such Registration Statement, pursuant to one or more timely submitted Registration Requests. Thereafter, the Parent shall use its reasonable best efforts, in accordance with Section 3.6, to effect the registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities under the Securities Act and applicable state securities laws, for disposition in accordance with respect the intended method or methods of disposition stated in the underlying Registration Demand. Subject to which Pubco has received written requests for inclusion therein within five (5) Business Days after Section 3.2(j), the receipt Parent may include in such Registration Statement such number of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt Shares and other securities of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time Parent (collectively, "Parent Securities") as the information contained therein is Parent proposes to offer and sell for its own account or becomes available to the public generally, account of any other than as a result of disclosure by the holder in breach of the terms of this Agreement.Person. (c)

Requests for Registration. Subject The Demanding Holders shall have ------------------------- the right by written notice delivered to the Company (the "Demand Notice") to require the Company to register (a "Demand Registration") under and in accor- dance with the provisions of the Securities Act the number of Registrable Securities requested to be so registered pursuant to the terms and conditions of this Agreement and Agree- ment. In no event shall the number of Demand Registrations pursuant to this Section 3(a) exceed two for all Demanding Holders unless any Demand Registration does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), or the amount of Registrable Securities to be registered on behalf of the Lock-Up Agreementsholders requesting such Demand Registration is reduced by more than 50% pursuant to Section 3(b) hereof, at any time or from time then the Demanding Holders shall be entitled to timean additional Demand Registration in lieu thereof until such Demand Registration is declared and maintained effective for such period. Within 10 days after receipt by the Company of a Demand Notice, the Company shall give written notice of such Demand Notice to all other holders of Registrable Securities may request and shall,subject to the provisions of Section 3(b) hereof, include in such registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including with respect to which the Company received written requests for inclusion therein within 10 days after such notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposi- tion thereof. If the Demanding Holders request that such Demand Registration be a shelf "shelf" registration pursuant to Rule 415 under the Securities Act, the Company shall file such Demand Registration under Rule 415 and shall keep the Registra- tion Statement filed in respect thereof effective for a period that shall terminate on the earlier of (i) or any similar short-form registration statement, including an automatic shelf registration statement 180 days from the date on which the SEC declares such Registration Statement effective and (as defined in Rule 405ii) (an “Automatic Shelf the date on which all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to paragraph 1(b) below, (i) the terms and conditions holders of this Agreement and at least 50% of the Lock-Up AgreementsPreferred Registrable Securities may request, at any time or from time to timefollowing the Closing Date, the holders of Registrable Securities may request registration under the Securities Act of 1933, as amended (the "Securities Act"), of all or any portion part of their Registrable Securities on Form S-1 or any similar long-form registration statement (“"Long-Form Registrations”) or"), if available, on Form S-3 (including a shelf and each holder of Preferred Registrable Securities may request registration pursuant to Rule 415 under the Securities Act) Act of all or part of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“"Short-Form Registrations”") in accordance with Section 2(bif available, (ii) the holders of at least 50% of the Note Registrable Securities may request, at any time from and Section 2(cafter the date on which the Notes shall have become convertible, a Long-Form Registration of all or part of their Note Registrable Securities, and each holder of Note Registrable Securities may request a Short-Form Registration of all or part of their Note Registrable Securities if available, and (iii) below the holders of at least 50% of the Warrant Registrable Securities (such other than the holders being referred to herein as of Series E Warrants who shall have no Demand Registration rights hereunder) may request, at any time following the “Initiating Investors” Closing Date, a Long-Form Registration of all or part of their Warrant Registrable Securities, and each holder of Warrant Registrable Securities (other than the holders of Series E Warrants who shall have no Demand Registration rights hereunder) may request a Short-Form Registration of all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”)or part of their Warrant Registrable Securities if available. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method anticipated per share price range for such offering. Holders of distributionall Registrable Securities may join in any Demand Registration initiated by any holder of Registrable Securities regardless of class of securities. Notwithstanding anything herein to the contrary, the right of a holder of Preferred Registrable Securities, Warrant Registrable Securities or Note Registrable Securities to join in a Demand Registration initiated by the holder of a different class of Registrable Securities shall not count as a Demand Registration for any holders of Registrable Securities other than the holders of the class of Registrable Securities held by the holders initiating the Demand Registration. Within five (5) Business Days ten days after receipt of any such request, Pubco shall the Company will give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five fifteen (515) Business Days days after the receipt of Pubco’s the Company's notice. Each holder of Registrable Securities agrees that such holder shall treat All registrations requested pursuant to this paragraph 1(a) are referred to herein as confidential the receipt of the notice of "Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementRegistrations".

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsSections 1(b) through (g) below, (i) at any time or and from time to time, the holders of a majority of the Investor Registrable Securities may request registration registration, whether underwritten or not, under the Securities Act of all or any portion of their respective Investor Registrable Securities (A) on Form S-1 or any similar long-form registration statement, (B) on Form S-2 or S-3 or any similar short-form registration statement, if available, or (C) on any applicable “short form” pursuant to Rule 415 under the Securities Act, if available, and (ii) at any time and from time to time following the Initial Public Offering, (A) the holders of at least a majority of the Outside Preferred Investor Registrable Securities may request registration, whether underwritten or not, under the Securities Act of all or any portion of their respective Outside Preferred Investor Registrable Securities on Form S-1 or any similar long-form registration statement (together with the long-form registrations contemplated by clause (i)(A) above, the “Long-Form Registrations”) orand (B) any holder of Preferred Investor Registrable Securities may request registration, whether underwritten or not, under the Securities Act of all or any portion of such holder’s Preferred Investor Registrable Securities (1) on Form S-2 or S-3 or any similar short-form registration statement (together with the short-form registrations contemplated by clause (i)(B) above, the “Short-Form Registrations”), if available, or (2) on Form S-3 (including a shelf registration any applicable “short form” pursuant to Rule 415 under the Securities Act) or Act (together with any similar short-form registration statement, including an automatic shelf registration statement contemplated by clause (as defined in Rule 405i)(C) (an above, “Automatic Shelf Registration Statement415 Registrations”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all available. All registrations requested by the Initiating Investors being as described in this Section 1 are referred to herein as “Demand Registrations”). .” Each such request for a Demand Registration shall (a “Demand Notice”) will specify the approximate number of Registrable Securities requested to be registered registered, the anticipated per share price range for such offering (which range may be revised from time to time by the Persons initiating such Demand Registration by written notice to the Company to that effect), and whether the intended method Demand Registration will be underwritten. Each request for a Demand Registration and, subject to the provisions of distributionSection 7 below, each request for inclusion in such Demand Registration also will specify the manner and disposition of the shares of Registrable Securities included therein. Within five (5) Business Days 10 days after receipt of any such requestDemand Notice, Pubco shall the Company will give written notice of such requested request for registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to On the terms and subject to the conditions of this Agreement and of the Lock-Up AgreementsSection 9, at any time or from time to time, the holders of Registrable Securities and Stockholder Registrable Securities may request registration under the Securities Act (a “Demand Registration”) of all or any portion of their such holders’ Registrable Securities or Stockholder Registrable Securities, as applicable, on Form S-1 or any similar long-form registration statement for which the Company is then eligible (a “Long-Form RegistrationsRegistration” and, if effected pursuant to a demand by holders of Investor Registrable Securities, an “Investor Long-Form Registration”, or if effected pursuant to a demand by holders of Stockholder Registrable Securities, a “Stockholder Long-Form Registration”) or, if availablethen available for use by the Company for such purpose, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement for which the Company is then eligible (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (a “Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such Registration” and, if effected pursuant to a demand by holders being referred of Investor Registrable Securities, an “Investor Short-Form Registration” or if effected pursuant to herein as the a demand by holders of Stockholder Registrable Securities, a “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand RegistrationsStockholder Short-Form Registration”); provided, however, that (i) with respect to an Investor Long-Form Registration or Stockholder Long-Form Registration, as applicable, the demanding holders of Investor Registrable Securities or Stockholder Registrable Securities, as applicable, shall reasonably expect, subject to the agreement of at least one underwriter selected pursuant to Section 9G, that each such Investor Long-Form Registration or Stockholder Long-Form Registration, as applicable, shall have an anticipated offering price (without deduction of underwriter commissions) of at least $40 million in the aggregate and (ii) with respect to an Investor Short-Form Registration or Stockholder Short Form Registration, as applicable, the demanding holder of Investor Registrable Securities or Stockholder Registrable Securities, as applicable, shall reasonably expect, subject to the agreement of at least one underwriter selected pursuant to Section 9G, that each such Investor Short-Form Registration or Stockholder Short Form Registration, as applicable, shall have an anticipated offering price (without deduction of underwriter commissions) of at least $20 million in the aggregate. Each request for a Demand Registration shall specify the approximate number of Registrable Securities or Stockholder Registrable Securities, as applicable, requested to be registered and the intended method a good faith estimate of distributionan anticipated per share price range for such offering. Within five Promptly, but in any event within ten (510) Business Days Days, after receipt of any such request, Pubco shall the Company will give written notice of such requested registration to all each other holders holder of Registrable Securities or Stockholder Registrable Securities, as applicable, and, subject to the terms and conditions set forth hereinSection 9E, shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities or Stockholder Registrable Securities, as applicable, with respect to which Pubco the Company has received written requests for inclusion therein within five fifteen (515) Business Days days after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Section 2, beginning on the date that is nine (9) months from the date of this Agreement and of the Lock-Up Agreements, at any time or from time to timetime thereafter, the holders of at least a majority of the Warburg Registrable Securities (the “Warburg Majority Holders”) may request registration under the Securities Act of all or any portion of their Registrable Securities on Forms S-3 or F-3, as applicable, or any similar short-form registration (“Short-Form Registrations”), or, if such forms are not available, then on Forms S-1 or F-1, as applicable, or any similar long-form registration statement (“Long-Form Registrations”) or); provided that, if availableafter the 9 month anniversary and prior to the one year anniversary of the date of this Agreement, Warburg shall sell no more than the number of Registrable Securities that is 20% of the number of Ordinary Shares outstanding on Form S-3 (including a shelf registration the date hereof pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement a Demand Registration (as defined in Rule 405) (an “Automatic Shelf Registration Statement”below), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all . All registrations requested by the Initiating Investors being pursuant to this Section 2(a) are referred to herein as “Demand Registrations”). .” Each request for a Demand Registration (a “Demand Request”) shall specify (i) the approximate number of Registrable Securities requested to be registered and (ii) the intended anticipated method or methods of distribution. Within five three (53) Business Days business days after receipt of any such requestDemand Request, Pubco the Company shall give written notice of such requested registration Demand Registration (which shall specify the intended method of distribution of such Registrable Securities) to all other holders of Registrable Securities Shareholders (a “Company Notice”) and, subject to the terms and conditions set forth hereinof Section 2(d) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five ten (510) Business Days days after the receipt of Pubco’s noticethe Company Notice. Each holder The Warburg Majority Holders shall be entitled to request three (3) Demand Registrations (whether Long-Form Registrations or Short-Form Registrations) and Marketed Underwritten Shelf Offerings in the aggregate; provided, however, that the first Marketed Underwritten Shelf Offering initiated by the Warburg Majority Holders from any Shelf Registration Statement previously requested by the Warburg Majority Holders, shall not be deemed to be, solely for purposes of the limitation in this sentence, a Marketed Underwritten Shelf Offering. Notwithstanding the foregoing, if the Warburg Majority Holders wish to engage in an underwritten block trade off of a Shelf Registration Statement (as defined below) (either through filing an automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) and either the Convertible Notes have ceased to remain outstanding or the holders of the Convertible Notes no longer have piggyback rights pursuant to the terms thereof, then notwithstanding the foregoing time periods, the Warburg Majority Holders only need to notify the Company of the block trade Demand Request two (2) business days prior to the day such offering is to commence (unless a longer period is agreed to by the Warburg Majority Holders wishing to engage in the underwritten block trade) and the Company shall not be required to notify any other Investors of such Demand Request and such other Investors shall have no right to piggyback on such Demand Request and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early as two (2) business days after the date it commences); provided, however, that the Warburg Majority Holders making such request shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade. A registration shall not count as one (1) of the permitted Demand Registrations until it has become effective, and unless the holders of Warburg Registrable Securities agrees that such holder shall treat as confidential the receipt (A) are able to register and sell at least 75% of the notice of Demand Registration and shall not disclose or use the information contained Warburg Registrable Securities requested to be included in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is registration; or becomes available to the public generally, other than as a result of disclosure by the holder in breach (B) register and sell at least 50% of the terms of this AgreementWarburg Registrable Securities then outstanding in such registration.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to timeafter the Closing under the Merger Agreement, (i) the holders of at least a majority of the NESCO Registrable Securities may Securities, on the one hand, or (ii) the holders of at least a majority of the Sponsor Registrable Securities, on the other hand, may, in each case, request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, or on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available; provided that the holders of NESCO Registrable Securities, on the one hand, and Sponsor Registrable Securities, on the other hand, may only make six such requests each. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”. The holders of a shelf majority of the NESCO Registrable Securities or Sponsor Registrable Securities, as applicable, making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt of any such request, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days ten days after the receipt of Pubco’s Company issues such notice. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions following paragraphs of this Agreement and Section 4(a), (i) in connection with any Initial Public Offering on or prior to the fifth anniversary of the Lock-Up Agreements, at any time or from time to timedate of this Agreement, the holders KKR Stockholders shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the sale of a number of Registrable Securities may request registration specified by the KKR Stockholders (subject to clause (i) of the second paragraph of Section 5(a)), (ii) in connection with any Initial Public Offering following the fifth anniversary of the date of this Agreement, if KKR and Walgreens agree (each acting reasonably) on the total number of Registrable Securities to be sold by the KKR Stockholders and the Walgreens Stockholders in such Initial Public Offering, then each Principal Stockholder shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act Act, the sale of all or any pro rata portion of their such total number of Registrable Securities; provided that, for the avoidance of doubt, if KKR and Walgreens do not so agree, no Principal Stockholder shall be entitled to sell Registrable Securities in such Initial Public Offering, and (iii) following the Initial Public Offering, each Principal Stockholder shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the sale of a number of Registrable Securities specified by such Principal Stockholder, in each case on Form S-1 or any similar or successor long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar or successor short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (any such holders being referred to herein as the written notice, a “Initiating InvestorsDemand Notice” and all registrations requested by the Initiating Investors being referred to herein as any such registration, a “Demand RegistrationsRegistration”). Each request for ; provided, however, that a Demand Registration shall specify Notice may only be made if the approximate number sale of the Registrable Securities requested to be registered by any demanding Principal Stockholder and its Affiliates is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission); provided, further, that the intended method Corporation shall not be obligated to file a Registration Statement relating to any registration request under this Section 4(a) within a period of distributionninety (90) days after the effective date of any other Registration Statement relating to any registration request under this Section 4(a) (including, for this purpose, any Marketed Underwritten Shelf Take Down) (or, after the effective date of the Initial Public Offering, within a period of one hundred eighty (180) days). Within Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 4(a), the Corporation shall use its reasonable best efforts to file with the SEC a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Promptly (and, in any event, within five (5) Business Days days) after receipt by the Corporation of any such requesta Demand Notice in accordance with this Section 4(a), Pubco the Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the terms and conditions set forth hereinprovisions of Section 4(b), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has the Corporation received written requests for inclusion therein within five ten (510) Business Days days after such Notice is given by the Corporation to such holders. Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by the KKR Stockholders, in connection with a Demand Notice for an Initial Public Offering, the Corporation shall only be required (and permitted) to deliver any Notice or Piggyback Notice as provided in clause (i) of the second paragraph of Section 5(a). All requests made pursuant to this Section 4 will specify the estimated number of Registrable Securities to be registered and/or, in the case of an Initial Public Offering, the estimated number of shares of Common Stock to be issued, and the intended methods of disposition thereof; provided that the requesting holder shall promptly inform the Corporation of any updates to such estimates. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the receipt effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of Pubco’s notice. Each time equal to the period the holder of Registrable Securities agrees that refrains from selling any securities included in such holder shall treat as confidential Registration Statement at the receipt request of the notice Corporation or an underwriter of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available Corporation pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms provisions of this Agreement.

Requests for Registration. Subject At any time after the second anniversary (the first anniversary with respect to the terms and conditions of this Agreement and Warrant Shares) of the Lock-Up Agreements, at any time or from time to timeClosing Date, the holders of Registrable Securities Investor may make a written request (the "Demand Notice") for registration under the Securities Act (a "Demand Registration") of all or any portion the number of their Registrable Securities requested to be registered pursuant to the terms of this Agreement. The Demand Notice will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of a Demand Notice from the Investor, the Company promptly will file a Registration Statement on Form S-1 any appropriate form that will cover the Registrable Securities that the Company has been so requested to register by the Investor. The Company shall not be required to effect more than one Demand Registration under this Section 2. A registration requested pursuant to this Section 2 will not be deemed to have been effected unless the Registration Statement relating thereto has become effective under the Securities Act; provided, however that if, after such Registration Statement has become effective, the offering of the Registrable Securities pursuant to such registration is interfered with by any stop order, 3 injunction or any similar long-form other order or requirement of the SEC or other governmental agency or court, such registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including will be deemed not to have been effected. If the Investor requests that a shelf Demand Registration be a "shelf" registration pursuant to Rule 415 under the Securities Act, the Company shall file the Demand Registration under Rule 415 and shall keep the Registration Statement filed in respect thereof effective for a period that will terminate on the earlier of (i) or any similar short-form registration statement, including an automatic shelf registration statement 180 days from the date on which the SEC declares such Registration Statement effective and (as defined in Rule 405ii) (an “Automatic Shelf the date on which all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement”), if available ; provided that such 180 day period shall be tolled during the period that the Investor is required to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number discontinue disposition of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject pursuant to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt last paragraph of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementSection 4.

Requests for Registration. Subject to Section 1(e) below and the other terms and conditions of this Agreement and Agreement, at any time beginning thirty (30) days prior to the expiration of the applicable transfer restrictions under their respective Lock-Up Agreements, each of (i) the Founder, (ii) Existing Investors or group of Existing Investors (other than the BBH Investors) holding at any time or from time to time, least thirty three percent (33.0%) of the holders then-outstanding number of Registrable Securities held by all Existing Investors and (iii) the BBH Investors, may (A) if a short-form registration statement is not available to the Company, request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any successor form or any similar long-form registration statement (a “Long-Form RegistrationsRegistration”) or, of all or any portion of its Registrable Securities in accordance with Section 1(b) or (B) if available, request registration under the Securities Act on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities ActShelf Registration) or any successor form or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (a “Short-Form RegistrationsRegistration”) of all or any portion of its Registrable Securities, as the case may be, in accordance with Section 2(b1(c) (each such request, a “Demand Notice”); provided that (I) the Existing Investors (other than the BBH Investors) shall be collectively entitled to a total of three (3) Demand Registrations, (II) the Founder shall be entitled to a total of one (1) Demand Registration and Section 2(c(III) below BBH Investors shall be collectively entitled to a total of three (3) Demand Registrations; provided further that a registration shall not count towards such holders being referred number unless and until the relevant holder is able to herein as register and sell at least seventy-five percent (75%) of the “Initiating Investors” and all Registrable Securities requested by such holder to be included in such registration. All registrations requested pursuant to this Section 1(a) by the Initiating Investors being holders of Registrable Securities are referred to herein as “Demand Registrations”). .” Each request for a Demand Registration shall specify the intended method of distribution and the approximate number of Registrable Securities requested to be registered. No Demand Registration will be consummated (and no registration statement with respect thereto filed) if the number of Registrable Securities requested to be registered (including pursuant to the following sentence) is fewer than (i) in the case of a Long-Form Registration, such number of Common Shares or Preferred Shares (on an as-converted basis) with a value (based on the closing price of the Common Shares on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable, for any Long-Form Registration) of $25,000,000 and (ii) in the intended method case of distributionShort-Form Registrations, such number of Common Shares or Preferred Shares (on an as-converted basis) with a value (based on the closing price of the Common Shares on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable, for any Short-Form Registration) of $5,000,000. Within five ten (510) Business Days days after receipt of any such request, Pubco the Company shall give written notice of such requested registration to all other holders of Registrable Securities Investors and, subject to the terms and conditions set forth hereinof Section 1(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or and in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five thirty (530) Business Days days after the receipt delivery of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that The Company shall pay all Registration Expenses (as defined below) with respect to Demand Registrations, whether or not any such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein offering is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementcompleted.

Requests for Registration. Subject to the terms and conditions of this Agreement Agreement, (i) on any two (2) occasions from and after 180 days following the IPO or, if earlier, the release (whether in whole or in part) of the LockShares held by an Investor pursuant to the lock-Up Agreementsup agreement entered into with the underwriters pursuant to the IPO, Holders of at least fifty percent (50%) of the Registrable Securities may request registration under the Securities Act of at least twenty-five percent (25%) of the Registrable Securities on Form F-1 or any time or from time to timesimilar long-form registration (“Long-Form Registrations”), and (ii) on no more than two (2) occasions in any twelve (12) month period, Holders of at least thirty percent (30%) of the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 F-3 or any similar longshort-form registration statement (“LongShort-Form Registrations”) or, if available; provided that the Company shall not be obligated to file registration statements relating to any (A) Long-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $50 million or (B) Short-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $20 million. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” Following such Demand Registration, on Form S-3 the Company shall use reasonable commercial efforts to file a registration statement under the Securities Act covering the registration of all Registrable Securities that the relevant Holders request to be registered (including as set out below) as promptly as possible but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to this Section 2(a), provided that all necessary documents for such registration can be obtained and prepared within such 60-day period. The Holders making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as upon receipt of the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a the Demand Registration Registration, the Company shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five as promptly as reasonably practicable (5) Business Days but in no event later than ten days after receipt of any such request, Pubco shall the request for the Demand Registration) give written notice of such requested registration the Demand Registration to all other holders of Holders who hold Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5x) Business Days 15 days, in the case of any notice with respect to a Long-Form Registration, or (y) ten days, in the case of any notice with respect to a Short-Form Registration, after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, If at any time on or after sixty (60) days from time to timethe date hereof, the holders Company shall receive a request (a “Demand Notice”) from any of Registrable Securities may the Holders (such Holder making the request shall be referred to as the “Requesting Holder”) that the Company effect the registration under the Securities Act of all or any portion of their the Requesting Holder’s Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) orSecurities, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and specifying the intended method of distributiondisposition thereof, then the Company shall use its best efforts to prepare and cause to be filed with the Securities and Exchange Commission (the “SEC”), as promptly as practicable but in no event later than fifty-six (56) days following receipt of the Demand Notice, a registration statement on the appropriate form relating to resales by the Requesting Holder of such Registrable Securities (a “Demand Registration”). Within five ten (510) Business Days days after receipt of any such request, Pubco shall the Company will give written notice of such requested registration Demand Registration to all other holders Holders of Registrable Securities. The Company shall use its reasonable best efforts to cause the registration statement to become effective under the Securities andAct, and for Public Sale of (i) all Registrable Securities for which the Requesting Holder shall have requested registration under this Section 2(a) and (ii) all other Registrable Securities that any Holders with rights to request registration under Section 3 (all such Holders, together with the Requesting Holder, the “Participating Holders,” and each individually a “Participating Holder”) have requested the Company to register by request received by the Company within fifteen (15) days after such Holders have received the Company’s notice of Demand Registration, within sixty (60) days thereafter (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations). The obligations of the Company under this Section 2(a) are subject to the terms provisions of Sections 2(b), 2(c), 2(d) and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement2(e).

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to time, the holders of Registrable Securities each Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and each Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Holder making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available . Except to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and the extent that Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each applies, promptly upon receipt of a request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within (but in no event more than five (5) Business Days after receipt of any such requestthereafter), Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and, subject to Holders. Notwithstanding the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generallyforegoing, other than as a result of disclosure by the holder in breach delivery to each Holder of the terms of written notice in accordance with this AgreementSection 2(a), the Company shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, (i) at any time or from time to timeafter the Closing under the Merger Agreement, the holders of at least a majority of the Canyon Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”), or on Form S-3 or any similar short-form registration (“Short-Form Registrations”) orif available and (ii) at any time after a Sponsor Demand Trigger Event, the holders of at least a majority of the Sponsor Registrable Securities may request a registration under the Securities Act of all or any portion of their Registrable Securities on a Long-Form Registration or on a Short-Form Registration, if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”. The holders of a majority of the Canyon Registrable Securities or Sponsor Registrable Securities, on Form S-3 (including as applicable, making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt of any such request, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days ten days after the holders’ receipt of Pubcothe Company’s notice. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions following paragraphs of this Agreement and of Section 3(b), following the Lock-Up AgreementsClosing, at any time one or from time more Shareholders shall have the right, by delivering or causing to timebe delivered a written notice to the Company, to require the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration Company to register pursuant to Rule 415 the terms of this Agreement, under and in accordance with the provisions of the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”)the offer, if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) sale and Section 2(c) below (such holders being referred to herein as distribution of the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration pursuant to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementAgreement on Form S-3 (which, unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to Rule 415 of the Securities Act and (B) if the Company is a Well-Known Seasoned Issuer at the time of filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (each, a “Short-Form Registration”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (each, a “Long-Form Registration”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to make the initial filing of the Registration Statement within sixty (60) days following receipt of such Demand Notice in the case of a Short-Form Registration or within ninety (90) days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, that, unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(b), the Company shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not an Automatic Shelf Registration Statement).

Requests for Registration. Subject to the following paragraphs of this Section 3, each Significant Investor Shareholder shall have the right, by delivering, directly or indirectly, a written notice to the Corporation, to require the Corporation to register pursuant to the terms and conditions of this Agreement and in accordance with the provisions of the Lock-Up Agreements, at any time or from time to timeSecurities Act, the holders number of Registrable Securities may request registration under requested to be so registered pursuant to the Securities Act terms of all or any portion of their Registrable Securities this Agreement on Form S-1 or any similar or successor long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 or any similar or successor short-form registration (including “Short-Form Registrations”) (any such written notice delivered by each Significant Investor Shareholder, a shelf “Demand Notice” and any such registration pursuant to receipt of a Demand Notice by each Significant Investor Shareholder, a “Demand Registration”) provided that in each case, the aggregate amount of such Registrable Securities must be at least $50,000,000. Subject to the following paragraphs of this Section 3, each Significant Investor Shareholder shall have the right, beginning on the date twelve months after the last day in the calendar month in which a Registration Statement in connection with an underwritten Public Offering became effective, by delivering, directly or indirectly, a Demand Notice to the Corporation; provided that the Long-Form Registration demand right may only be exercised if the Corporation is not eligible to use a Short-Form Registration; provided further that if the Corporation has a registration statement filed with the SEC in accordance with and pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) then such demand right shall be exercised in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”4(c). Each request Significant Investor Shareholder may, in connection with any Demand Registration requested by such holder that is a Short Form Registration, require the Corporation to file such Registration Statement with the SEC in accordance with and pursuant to Rule 415 under the Securities Act including, if the Corporation is then eligible, as an automatic shelf registration. Following receipt of a Demand Notice for a Demand Registration delivered in accordance with this Section 3(a), the Corporation shall specify the approximate number of Registrable Securities requested use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be registered and declared effective under the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days Act as promptly as practicable after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementfiling thereof.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to timeand after 180 days following the IPO, the holders of Registrable Securities each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available; provided that the Company shall not be obligated to file registration statements relating to any Long-Form Registration or Short-Form Registration under this Section 2(a) unless the anticipated aggregate offering price of the Registrable Securities to be sold in such offering, net of underwriting discounts and commissions, is reasonably expected to exceed $10 million. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holder making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Corporation is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Corporation, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as upon receipt of the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a the Demand Registration Registration, the Corporation shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five as promptly as reasonably practicable (5) but in no event later than two Business Days after receipt of any such request, Pubco shall the request for the Demand Registration) give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein within five (5) ten Business Days after the receipt of Pubcothe Corporation’s notice; provided that the Corporation shall provide notice of the Demand Registration to all other Holders prior to the filing of the registration statement with respect to the Demand Registration. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Corporation or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement. Notwithstanding the foregoing, the Corporation shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreementslimits set forth below, at any time after the IPO, each of D. E. Shaw MWP Acquisition Holdings, L.L.C. (or from time its designated Permitted Transferee), D. E. Shaw MWPH Acquisition Holdings, L.L.C. (or its designated Permitted Transferee) (collectively “D. E. Shaw”)), Madison Dearborn Capital Partners IV, L.P. (or its designated Permitted Transferee) (collectively “Madison Dearborn”)), UPC Wind Partners II, LLC (or its designated Permitted Transferee) (collectively “UPC Holding”)), and the Alberta Entities (or their designated Permitted Transferee) (collectively “Alberta”)) shall have the right by delivering a written notice to timeWIND (a “Demand Notice”, and the Stockholder submitting such Demand Notice, a “Demanding Stockholder”) to require WIND to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”). Within ten (10) days after receipt by WIND of a Demand Notice, WIND shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities may and shall, subject to the provisions of subsection (b), include in such registration all Registrable Securities with respect to which WIND received written requests for inclusion therein within ten (10) days after such Notice is given by WIND to such holders. A Demand Notice (including a Demand Notice that is also a Take-Down Notice) shall only be binding on WIND if the sale of all Registrable Securities requested to be registered (pursuant to the Demand Notice and in response to the Notice) is reasonably expected to result in aggregate gross proceeds in excess of $100,000,000. Following receipt of a Demand Notice for a Demand Registration, WIND shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 60 days after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Each of D. E. Shaw and Madison Dearborn shall be entitled to request four (4) Demand Registrations, and each of UPC Holding and Alberta shall be entitled to request two (2) Demand Registrations; provided, however, that there shall be no limit to the number of Demand Registrations that constitute “shelf” registrations as contemplated by the next succeeding sentence. After such time as WIND shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of all any of its securities, D. E. Shaw, Madison Dearborn, UPC Holding or Alberta shall be entitled to request that any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (Demand Registration for which such Stockholder is delivering a Demand Notice be a “Long-Form Registrations”) or, if available, on Form S-3 (including a shelf shelf” registration pursuant to Rule 415 under the Securities Act, and each of D. E. Shaw, Madison Dearborn, UPC Holding and Alberta shall be entitled to an unlimited number of Demand Registrations that constitute “shelf” registrations. Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur within any six (6) or month period from the effective date of any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available Statement filed pursuant to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “a prior Demand Registrations”)Notice. Each request for a No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if (i) the Registration Statement relating to such Demand Registration does not become effective, (ii) the Registration Statement relating to such Demand Registration is not maintained effective for the period required pursuant to this subsection (a), (iii) the offering of the Registrable Securities pursuant to the Registration Statement relating to such Demand Registration is subject to a stop order, injunction or similar order or requirement of the Commission during such period, or (iv) the Demand Registration does not become effective because the Demanding Stockholder withdraws its Demand Notice because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), prospects, business, assets or results of operations of WIND and its subsidiaries taken as a whole subsequent to the date of the delivery of the Demand Notice. All requests made pursuant to this Section 2 will specify the approximate number amount of Registrable Securities requested to be registered and the intended method methods of distributiondisposition thereof. Within five WIND shall be required to maintain the effectiveness of the Registration Statement (5except in the case of a requested “shelf” registration) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests any Demand Registration for inclusion therein within five (5) Business Days a period of at least 180 days after the receipt effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of Pubco’s notice. Each time equal to the period the holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained refrains from selling any securities included in such notice registration at the request of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is (x) an underwriter or becomes available (y) WIND pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms provisions of this Agreement. WIND shall be required to maintain the effectiveness of a “shelf” Registration Statement with respect to any Demand Registration at all times until the third anniversary of the effective date thereof, or, if earlier, until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Stockholder owning Common Equity Securities that have been included on a “shelf” Registration Statement may request that such Common Equity Securities be removed from such Registration Statement, in which event WIND shall promptly either withdraw such Registration Statement if the Common Equity Securities of such Stockholder are the only Common Equity Securities still covered by such Registration Statement or file a post-effective amendment to such Registration Statement removing such Common Equity Securities. Notwithstanding anything contained herein to the contrary, WIND hereby agrees that (i) each Demand Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to allow for a distribution to, and resale by, the direct and indirect affiliates, partners, members or stockholders of a holder of Registrable Securities (a “Partner Distribution”) and (ii) WIND shall, at the reasonable request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to effect such Partner Distribution.

Requests for Registration. Subject A Major Shareholder shall, subject to Section 3(e), have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and conditions in accordance with the provisions of the Securities Act, the number of Registrable Securities held by such Major Shareholder requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered by such Major Shareholder is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission). Any Demand Notice may request that the Corporation register Registrable Securities on an appropriate form, including a shelf registration statement, and, if the Corporation is a WKSI, an automatic shelf registration statement. Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Corporation shall, subject to Section 3(c), use its reasonable best efforts to file a Registration Statement as reasonably promptly as practicable, but in any event no later than sixty (60) days after the date of the related Demand Notice and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the intended method Securities Act as reasonably promptly as practicable after the filing thereof, but in no event later than one hundred eighty (180) days after the date of distributionthe Related Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (i) the Registration Statement relating thereto does not become effective, (ii) such Registration Statement is not maintained effective for the period required pursuant to this Section 3, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, the requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within five (5) Business Days business days after receipt by the Corporation of any such requesta Demand Notice in accordance with this Section 3(a), Pubco the Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice (including any Demand Notice delivered pursuant to Section 3(e)(ii)) to all other holders of Registrable Securities andand shall, subject to the terms and conditions set forth hereinprovisions of Section 3(b) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has the Corporation received written requests for inclusion therein within five 20 days after such Notice is given by the Corporation to such holders. Notwithstanding the foregoing, the Corporation may delay any Demand Notice until after filing a Registration Statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Corporation may, subject to Section 3(b), elect to include in any Registration Statement and offering pursuant to a Demand Registration, (5i) Business Days authorized but unissued shares of Class A Common Stock or shares of Class A Common Stock held by the Corporation as treasury shares and (ii) any other shares of Class A Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Corporation after the receipt date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement and which have been approved by the Major Shareholders (“Additional Piggyback Rights”). All requests made pursuant to this Section 3 will specify the number of Pubco’s noticeRegistrable Securities to be registered, and the intended methods of disposition thereof. Each The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days (or three years in the case of a shelf registration statement) after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities agrees that refrains from selling any securities included in such holder shall treat as confidential Registration Statement at the receipt request of the notice Corporation or an underwriter of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available Corporation pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms provisions of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to time, the holders Holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) ), or, if then available, on Form S-3 or any similar short-form registration (including “Short-Form Registrations”), in each case to the extent provided in Section 2.2, Section 2.3 or Section 2.5, as applicable. All registrations requested pursuant to this Section 2.1 are referred to herein as “Demand Registrations.” The Holders of a shelf majority of the Registrable Securities making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act) or any similar short-form Act (a “Shelf Registration” and such registration statement, including a “Shelf Registration Statement”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be made pursuant to an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) ten Business Days after the receipt of any such requesta request relating to a Demand Registration, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders Holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2.6, shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingunderwritten offering) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) seven Business Days after the receipt of Pubcothe Company’s notice. Each holder ; provided that, with the consent of the holders of at least a majority of the Registrable Securities requesting the Demand Registration, the Company may provide notice of such Demand Registration to all other holders of Registrable Securities within three Business Days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to time, the holders of Registrable Securities each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holder making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available . Except to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and the extent that Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each applies, promptly upon receipt of a request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within (but in no event more than five (5) Business Days after receipt of any thereafter (or such requestshorter period as may be reasonably requested in connection with a Shelf Offering )), Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(d), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities of each Holder with respect to which Pubco the Company has received a written requests request for inclusion therein within five (5) Business Days after the receipt of Pubcodate the Company’s noticenotice was delivered. Each holder of Registrable Securities agrees that such holder shall treat as confidential Notwithstanding the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generallyforegoing, other than as a result of disclosure by the holder in breach delivery to each Holder of the terms of written notice in accordance with this AgreementSection 2(a), the Company shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the following paragraphs of this Section 3, the Sponsor Investor Shareholder shall have the right, by delivering, directly or indirectly, a written notice to the Corporation, to require the Corporation to register pursuant to the terms and conditions of this Agreement and in accordance with the provisions of the Lock-Up Agreements, at any time or from time to timeSecurities Act, the holders number of Registrable Securities may request registration under requested to be so registered pursuant to the Securities Act terms of all or any portion of their Registrable Securities this Agreement on Form S-1 or any similar or successor long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 or any similar or successor short-form registration (including “Short-Form Registrations”) (any such written notice delivered by the Sponsor Investor Shareholder or CPPIB, a shelf “Demand Notice” and any such registration pursuant to receipt of a Demand Notice by the Sponsor Investor Shareholder or CPPIB, a “Demand Registration”) provided that in each case, the aggregate amount of such Registrable Securities must be at least $50,000,000. Subject to the following paragraphs of this Section 3, CPPIB shall have the right, beginning on the date twelve months after the last day in the calendar month in which a Registration Statement in connection with an underwritten Public Offering became effective, by delivering, directly or indirectly, a Demand Notice to the Corporation, to require the Corporation to register pursuant to the terms of this Agreement and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement using a Long-Form Registration or, if available, using a Short-Form Registration (in each case, the aggregate amount of such Registrable Securities must be at least $50,000,000); provided that the Long-Form Registration demand right may only be exercised if the Corporation is not eligible to use a Short-Form Registration; provided further that if the Corporation has a registration statement filed with the SEC in accordance with and pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) then such demand right shall be exercised in accordance with Section 2(b) 4(c). The Sponsor Investor Shareholder and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations CPPIB may, in connection with any Demand Registration requested by such holder that is a Short Form Registration, require the Initiating Investors being referred Corporation to herein file such Registration Statement with the SEC in accordance with and pursuant to Rule 415 under the Securities Act including, if the Corporation is then eligible, as “an automatic shelf registration. Following receipt of a Demand Registrations”). Each request Notice for a Demand Registration delivered in accordance with this Section 3(a), the Corporation shall specify the approximate number of Registrable Securities requested use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be registered and declared effective under the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days Act as promptly as practicable after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementfiling thereof.

Requests for Registration. Subject to the following paragraphs of this Section 3(a), one or more Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and conditions in accordance with the provisions of the Securities Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement and of the Lock-Up Agreementson Form S-3 (which, at any time or from time unless all Shareholders delivering such notice request otherwise, shall be (i) filed pursuant to time, the holders of Registrable Securities may request registration Rule 415 under the Securities Act and (ii) if the Company is a Well-Known Seasoned Issuer at the time of all filing such registration statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any portion of their Registrable Securities similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration statement (“Long-Form Registrations”) or(any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to make the initial filing of the Registration Statement within 30 days following receipt of such Demand Notice in the case of a Short-Form Registration or within 90 days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, that, unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Notice for a Marketed Offering may only be made if availablethe sale of the Registrable Securities requested to be registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), on Form S-3 the Company shall use its reasonable best efforts to file a Registration Statement in accordance with such Demand Notice as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Notwithstanding anything to the contrary in this Agreement, no later than the Mandatory Conversion Date (including a shelf registration as defined in the Certificate of Designations), the Company shall register pursuant to Rule 415 under the Securities Act) or any similar short-form registration statementAct and cause to be then effective an Automatic Shelf Registration Statement or, including if the Company is not then eligible to use an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”, another Short-Form Registration, registering all of the Registrable Securities to be received by the Shareholders as a result of the conversion of such Shareholders’ Convertible Preferred Stock on the Mandatory Conversion Date and all other Registrable Securities (including all shares issuable upon the conversion of all Convertible Preferred Stock) not previously so registered pursuant to a then effective registration statement (and, in each case, the offer, sale and distribution thereof); provided, however, that if the Company is not then eligible to use an Automatic Shelf Registration Statement or another Short-Form Registration, the Company may comply with the foregoing through a Long-Form Registration that is available for the immediate offer, sale and distribution by the Shareholders of all such Registrable Securities. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(e), if available to Pubco (“Short-Form Registrations”x) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (i) does not become effective, or (ii) is not maintained effective for the period required pursuant to this Section 2(b3 or (y) and the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (z) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions. All requests made pursuant to this Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall 3 will specify the approximate number of Registrable Securities requested to be registered and the intended method(s) of disposition thereof. Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold. Within five business days after receipt by the Company of a Demand Notice pursuant to this Section 3(a), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(b), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days after the date that such notice has been delivered; provided that such holders must agree to the method of distribution proposed by the Shareholders who delivered the Demand Notice and, in connection with any underwritten registration, such holders (together with the Company and the other holders including securities in such underwritten registration) must enter into an underwriting agreement in the form reasonably approved by the Company and the Shareholders holding the majority of the Registrable Securities. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice distribution of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementsecurities.

Requests for Registration. Subject to the terms and conditions of this Agreement and following the expiration of the Lock-Up Agreements, at any time or from time to timeperiod commencing on the date of this Agreement and ending on the three (3) month anniversary thereof (the “Registration Lockup Period” ), the holders of at least a majority of (i) the Platinum Registrable Securities, (ii) the Blackstone Registrable Securities, (iii) the ECP Registrable Securities, or (iv) the Sponsor Registrable Securities may (the holders listed in clauses (i) through (iv) of this sentence, the “Demand Holders”) may, in each case, request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, or on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available; provided, however, that each Demand Holder may only make six (6) such requests. All registrations requested pursuant to this Section 4.1(a) are referred to herein as “Demand Registrations”. Demand Registrations shall be underwritten offerings upon the request of a shelf Demanding Holder. The Demand Holders requesting a Demand Registration also may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five ten (510) Business Days days after receipt of any such request, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 4.1(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five ten (510) Business Days days after the receipt of Pubco’s Company issues such notice. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to (a) As provided in Sections 2.2 and 2.3, from and after the terms and conditions date that is ninety-one (91) days after the closing of this Agreement and of the Lock-Up Agreements, at any time or from time to timean Initial Public Offering, the holders Required Sofedit Stockholders, the Required Sofedit Institutional Stockholders, the Required CVC Stockholders or the Required Institutional Stockholders (each of Registrable Securities may which being, a "Requesting Investor") shall be entitled to request registration under the Securities Act of all or any portion part of their Registrable Securities (i) on Form S-1 or any similar long-form registration statement (“"Long-Form Registrations”"), and (ii) or, if available, on Form S-2 or S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“"Short-Form Registrations”") if the Company qualifies to use such short form; provided, however, that (a) prior to the date that is one (1) year and ninety-one (91) days after the closing of an Initial Public Offering, the Sofedit Institutional Stockholders shall not be entitled to request registration as a Requesting Investor with respect to more than thirty-five percent (35%) of the Registrable Securities held by the Sofedit Institutional Stockholders as a group on the date hereof and (b) prior to the date that is two (2) years and ninety-one (91) days after the closing of an Initial Public Offering, the Sofedit Institutional Stockholders shall not be entitled to request registration as a Requesting Investor with respect to more than seventy percent (70%) of the Registrable Securities held by the Sofedit Institutional Stockholders on the date hereof; provided, further, that the above proviso shall in accordance with Section 2(b) and Section 2(c) below (such holders being referred no way limit the rights of the Sofedit Institutional Stockholders under Article III or the rights of the Sofedit Institutional Stockholders to herein as the “Initiating Investors” and all registrations request inclusion in any Demand Registration requested by the Initiating Investors being referred to herein as “Demand Registrations”Sofedit Stockholders or the CVC Stockholders under this Section 2.1(a). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five ten (510) Business Days days after receipt of any such request, Pubco shall the Company will give written notice of such requested registration request to all other holders of Stockholders holding Registrable Securities. Thereafter, the Company will use all reasonable efforts to effect the registration under the Securities and, subject to Act on the terms form requested by the applicable Requesting Investors and conditions set forth herein, shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein by any Stockholder within five thirty (530) Business Days days after the receipt of Pubco’s the Company's notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available , subject to the public generally, other than provisions of Section 2.5. All registrations requested pursuant to this Section 2.1 are referred to herein as a result of disclosure by the holder in breach of the terms of this Agreement"Demand Registrations."

Requests for Registration. Subject If and only if (i) the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms and conditions of this Agreement and Agreement, (ii) the holders of the LockRegistrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-Up Agreementsday period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time or from time to time, the holders of Registrable Securities may request registration under constituting at least 5% of the Securities Act total number of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) orthen outstanding will have the right to deliver a Demand Notice to require the Company to register, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b4(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as a “Demand RegistrationsRegistration”). Each request for a Demand Registration shall specify , under and in accordance with the approximate provisions of the Securities Act the number of Registrable Securities requested to be so registered and (but not less than 5% of the intended method total number of distributionRegistrable Securities then outstanding). Within five (5The number of Demand Registrations pursuant to this Section 4(a) Business Days after receipt shall not exceed one; provided, however, that in determining the number of any such request, Pubco shall give written notice of such requested registration Demand Registrations to all other which the holders of Registrable Securities and, subject are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the terms and conditions set forth herein, shall include number of Registrable Securities that can be sold in such registration offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (and 2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingthe case of this clause (2) all such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to which Pubco has received written requests for inclusion therein within five the Company or (5ii) Business Days after the receipt holders of Pubco’s notice. Each holder of the Registrable Securities agrees that elect to pay all Registration Expenses in connection with such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of (3) any Demand Registration without in connection with which any other shareholder of the prior written consent Company exercises a right of Pubco until such time as first refusal which it may otherwise have and purchases all the information contained therein is or becomes available stock registered and to be sold pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementDemand Registration.

Requests for Registration. Subject to Section 3.1(b) and the other terms and conditions of this Agreement and of Article 3, any 5% Stockholder shall have the Lock-Up Agreementsright to, at any time in each case, pursuant to Section 3.1(c) or from time Section 3.1(d), request the Company to time, effect the holders of Registrable Securities may request registration under and in accordance with the provisions of the Securities Act of the offering of all or any portion of their the Registrable Securities on Form S-1 or any similar long-form beneficially owned by such 5% Stockholder by submitting a written request of such registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under and specifying the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number amount of Registrable Securities requested proposed to be registered and the intended method (or methods) and plan of distribution. Within five (5) Business Days after receipt of any such requestdisposition thereof, Pubco shall give written notice of including whether such requested registration is to all involve an underwritten offering (a “Registration Demand”). The Company shall give prompt written notice thereof (a “Demand Registration Notice”) (and in any event within ten Business Days from the date of receipt of such Registration Demand) to each of the other holders 5% Stockholders, each of Registrable Securities andwhom shall be entitled to elect to include, subject to the terms and conditions set forth hereinin this Article 3, Registrable Securities beneficially owned by it in the Registration Statement to which a Demand Registration Notice relates, by submitting a written request to the Company (a “Registration Request”) within 15 days after the date of such Demand Registration Notice, specifying the number of Registrable Securities that such Stockholder intends to dispose of pursuant to such Registration Statement. Except as otherwise provided in this Agreement, the Company shall prepare and use its reasonable best efforts to file with the SEC, within 90 days after the date of the applicable Registration Demand, a Registration Statement with respect to the following (in either case subject to Section 3.1(j) if the Registrable Securities will be sold in an underwritten offering): (i) all Registrable Securities of the Initial Requesting Holder included in such Registration Demand and (ii) all Registrable Securities that other Stockholders elect to include in such Registration Statement, pursuant to one or more timely submitted Registration Requests. Thereafter, the Company shall use its reasonable best efforts, in accordance with Section 3.6, to effect the registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of the offering of such Registrable Securities under the Securities Act and applicable state securities laws, for disposition in accordance with respect the intended method or methods of disposition stated in the underlying Registration Demand. Subject to which Pubco has received written requests for inclusion therein within five (5) Business Days after Section 3.1(j), the receipt Company may include in such Registration Statement such number of Pubco’s notice. Each holder shares of Registrable Securities agrees that such holder shall treat as confidential the receipt Common Stock or other securities of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time Company (collectively, “Company Securities”) as the information contained therein is Company proposes to offer and sell for its own account or becomes available to the public generally, account of any other than as a result of disclosure by the holder in breach of the terms of this AgreementPerson.

Requests for Registration. Subject At any time and from time to time on or following the date hereof, any Stockholder may, subject to the terms provisions of this Agreement, request in writing that the Company effect the registration of any or all of the Registrable Securities held by such Stockholder (an “Initial Requesting Holder”) with the Commission under and conditions in accordance with the provisions of the Securities Act, which notice shall specify (i) the then-current name and address of such Initial Requesting Holder or Initial Requesting Holders, (ii) the amount of Registrable Securities proposed to be registered and (iii) the intended method or methods and plan of disposition thereof, including whether such requested registration is to involve an underwritten offering. The Company shall give prompt written notice of such registration request to all other Holders. Except as otherwise provided in this Agreement and subject to Section 2.08 in the case of an underwritten offering, the Company shall prepare and use its best efforts to file a Registration Statement with the Commission promptly after such request has been given with respect to (i) all Registrable Securities included in the Initial Requesting Holder’s request and (ii) all Registrable Securities included in any request for inclusion delivered by any other Holder (together with the Initial Requesting Holder, the “Requesting Holders”) within fifteen (15) days after delivery of the Lock-Up AgreementsCompany’s notice of the Initial Requesting Holder’s registration request to such other Holders, at any time or from time in each case subject to timeSection 2.08 if such offering is an underwritten offering. Thereafter, the holders of Registrable Securities may request Company shall use its best efforts to effect the registration under the Securities Act and applicable state securities laws of all or any portion of their such Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) for disposition in accordance with Section 2(b) the intended method or methods of disposition stated in such request; provided, however, that the Company will not be required to take any action pursuant to this Article II if a Registration Statement is effective at the time such request is made and Section 2(c) below (such holders being referred to herein as Registration Statement may be used for the “Initiating Investors” offering and all registrations requested by sale of the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and registered. Subject to Section 2.09, the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall Company may include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt securities of the notice Company for sale, for the Company’s account or for the account of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, any other than as a result of disclosure by the holder in breach of the terms of this AgreementPerson.

Requests for Registration. Subject to the following paragraphs of this Section 3(a), one or more Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and conditions in accordance with the provisions of the Securities Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement and of the Lock-Up Agreementson Form S-3 (which, at any time or from time unless all Shareholders delivering such notice request otherwise, shall be (i) filed pursuant to time, the holders of Registrable Securities may request registration Rule 415 under the Securities Act and (ii) if the Company is a Well-Known Seasoned Issuer at the time of all filing such registration statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any portion of their Registrable Securities similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration statement (“Long-Form Registrations”) or(any such written notice, if availablea “Demand Notice” and any such registration, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration StatementDemand Registration”), if available as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to Pubco (“make the initial filing of the Registration Statement within 30 days following receipt of such Demand Notice in the case of a Short-Form Registrations”) Registration or within 90 days following receipt of such Demand Notice in accordance with Section 2(b) and Section 2(c) below (such holders being referred the case of a Long-Form Registration; provided, however, that, unless a Shareholder requests to herein as the “Initiating Investors” and have registered all registrations requested by the Initiating Investors being referred to herein as “of its Registrable Securities, a Demand Registrations”). Each request Notice for a Demand Registration shall specify Marketed Offering may only be made if the approximate number sale of the Registrable Securities requested to be registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement in accordance with such Demand Notice as promptly as reasonably practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(e), if (x) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (i) does not become effective, or (ii) is not maintained effective for the period required pursuant to this Section 3 or (y) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (z) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended method method(s) of distributiondisposition thereof. Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold. Within five (5) Business Days business days after receipt by the Company of a Demand Notice pursuant to this Section 3(a), the Company shall deliver a written notice of any such request, Pubco shall give written notice of such requested registration Demand Notice to all other holders of Registrable Securities andSecurities, and the Company shall, subject to the terms and conditions set forth hereinprovisions of Section 3(b), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) Demand Registration all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein (whether or not any of the Shareholders have exercised its, his or her conversion rights) within five (5) Business Days 10 business days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees date that such holder shall treat as confidential notice has been delivered; provided that such holders must agree to the receipt method of distribution proposed by the Shareholders who delivered the Demand Notice and, in connection with any underwritten registration, such holders (together with the Company and the other holders including securities in such underwritten registration) must enter into an underwriting agreement in the form reasonably approved by the Company and the Shareholders holding the majority of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementRegistrable Securities.

Requests for Registration. Subject At any time after the date which is ------------------------- six months after the closing of the Company's initial Public Offering, any stockholder of the Company which is a party to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities (an "Eligible Holder") may request that the Company effect the registration under the Securities Act of all or any portion part of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 its shares of Series A Stock (including shares of Series A Stock issuable upon conversion of shares of Series B Stock held by it) for sale in the manner specified in such request. A stockholder that previously owned shares of Series B __________ [*] Confidential Treatment Requested. Stock but ceased to be a shelf registration pursuant Consenting Stockholder upon the conversion of its shares of Series B Stock to Rule 415 under shares of Series A Stock shall continue to be a party to this Agreement so long as it owns any shares of Series A Stock and therefore shall be an Eligible Holder. Such request shall be made by furnishing written notice thereof (a "Demand Notice") to the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as Company setting forth the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities shares of Series A Stock requested to be registered and the intended such Eligible Holder's preferred method of distribution. Within five (5) Business Days ten days after receipt of any such requestDemand Notice, Pubco the Company shall give written notice of such requested registration Demand Notice to all other holders Eligible Holders. Following receipt of Registrable Securities andnotice from the Company of a Demand Notice (the "Company Notice"), each such other Eligible Holder may give the Company a written request to register any or all of such Eligible Holder's Series A Stock (including shares of Series A Stock issuable upon conversion of shares of Series B Stock held by it) in the registration described in the Company Notice, provided that such written request is given within fifteen days after the date on which the Company Notice is given (with such request stating (i) the number of shares of Series A Stock to be so included, (ii) such other Eligible Holder's preferred method of distribution of such shares and (iii) any other information that the Company Notice reasonably requests be included in such notice from such Eligible Holder). All registrations requested pursuant to this Section 8.01 are referred to herein as "Demand Registrations." The Company shall not be required to effect a Demand Registration unless the aggregate number of shares of Series A Stock demanded to be so registered is at least [*] percent of the number of shares of Company Common Stock then outstanding (the "Minimum Condition"). If the Minimum Condition is met, then, subject to Sections 8.01(b), 8.01(c) and 8.01(f) below, the terms Company shall, as soon as practicable, file with the SEC and conditions set forth hereinuse all commercially reasonable efforts to cause to become effective as promptly as practicable, shall include in such a registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available statement on a form applicable to the sale of securities to the general public generally, other than as a result which shall cover the shares of disclosure by the holder in breach of the terms of this AgreementSeries A Stock requested to be registered pursuant to such Demand Notices.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating InvestorsHolders” and all registrations requested by the Initiating Investors Holders being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and Agreement, commencing on the date that is one (1) year following the date hereof (or earlier if authorized by a decision of the Lock-Up AgreementsCompany’s board of directors (without any dissenting vote from any member of the Company’s board of directors)), at any time or from time to time, the holders of Registrable Securities each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), and each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form Registrations”), if available, on Form S-3 (including . All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holder making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available . Except to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and the extent that Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each applies, promptly upon receipt of a request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within (but in no event more than five (5) Business Days after receipt of any thereafter (or such requestshorter period as may be reasonably requested in connection with a Shelf Offering)), Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(d), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities of each Holder with respect to which Pubco the Company has received a written requests request for inclusion therein within five (5) Business Days after the receipt of Pubcodate the Company’s noticenotice was delivered. Each holder of Registrable Securities agrees that such holder shall treat as confidential Notwithstanding the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generallyforegoing, other than as a result of disclosure by the holder in breach delivery to each Holder of the terms of written notice in accordance with this AgreementSection 2(a), the Company shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at At any time or and from time to timetime after the date hereof, the holders of Registrable Securities may request registration constituting at least 25% of the total number of a class or series of Registrable Securities then outstanding will have the right by written notice delivered to the Company (a "Demand Notice"), to require the Company to register (a "Demand Registration") under and in accordance with the provisions of the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered and (but not less than 15% of the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice total number of such requested registration class or series of Registrable Securities then outstanding); provided, however, that no Demand Notice may be given prior to all other 4 months after the effective date of the immediately preceding Demand Registration, if any. The number of Demand Registrations pursuant to this Section 3(a) shall not exceed three for each class or series of Registrable Securities; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters advise the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering and, subject to as a result thereof, less than the terms and conditions set forth herein, shall include total number of Registrable Securities requested for inclusion are included in such registration Demand Registration or such holders, upon receiving such advice from the managing underwriter or underwriters, elect not to proceed with such Demand Registration, and (and 2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 3(b) hereof, unless in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingthe case of this clause (2) all such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to which Pubco has received written requests for inclusion therein within five the Company, or (5ii) Business Days after the receipt holders of Pubco’s notice. Each holder of the Registrable Securities agrees that elect to pay all Registration Expenses in connection with such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementRegistration.

Requests for Registration. Subject to the terms and conditions following paragraphs of this Agreement Section 4(a), following the Initial Public Offering (but not including the Initial Public Offering), each Stockholder shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Lock-Up Agreements, at any time or from time to timeSecurities Act, the holders sale by such Stockholder of a number of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities specified by such Stockholder, in each case on Form S-1 or any similar or successor long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar or successor short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (any such holders being referred to herein as the written notice, a “Initiating InvestorsDemand Notice” and all registrations requested by the Initiating Investors being referred to herein as any such registration, a “Demand RegistrationsRegistration”); provided, however, that the Corporation shall only be required to effect a Demand Registration pursuant to this Section 4(a) if such Demand Registration (including any Registrable Securities included in such Demand Registration pursuant to the immediately succeeding paragraph) is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission); provided, further that the Corporation shall not be obligated to file a Registration Statement relating to any registration request under this Section 4(a) if it would become effective within a period of one hundred eighty (180) days after the effective date of the Registration Statement for the Initial Public Offering or if it would become effective within a period of sixty (60) days after the effective date of any other Registration Statement relating to any registration request under this Section 4(a) or within a period of sixty (60) days after the pricing of any Underwritten Shelf Take-Down relating to a request under Section 3(d). Each request Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 4(a), the Corporation shall specify use its reasonable best efforts to file a Registration Statement as promptly as practicable, but in any event no later than forty-five (45) days after the approximate number date of Registrable Securities requested the related Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be registered and declared effective under the intended method Securities Act as promptly as practicable after the filing thereof (subject to the second proviso in the immediately preceding sentence), but in no event later than ninety (90) days after the date of distributionthe related Demand Notice. Within Promptly (and, in any event, within five (5) Business Days days) after receipt by the Corporation of any such requesta Demand Notice in accordance with this Section 4(a), Pubco the Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the terms and conditions set forth hereinprovisions of Section 4(b), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has the Corporation received written requests for inclusion therein within five ten (510) Business Days days after such Notice is given by the Corporation to such holders. All requests made pursuant to this Section 4 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the receipt effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of Pubco’s notice. Each time equal to the period the holder of Registrable Securities agrees that refrains from selling any securities included in such holder shall treat as confidential Registration Statement at the receipt request of the notice Corporation or an underwriter of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available Corporation pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms provisions of this Agreement.

Requests for Registration. Subject to At any time beginning on the terms and conditions date of this Agreement and expiration of the IPO Lock-Up Agreementsup Period to but excluding the one-year anniversary of the closing of the initial Public Offering, at any time or from time to time, a Majority in Interest of the holders of Registrable Securities Principal Investors may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or). At any time beginning on and following the one-year anniversary of the closing of the initial Public Offering, each of the Xxxxxx Investors, the BXCI Investors, the GPV Investors, the DC Investors and the BM Investors may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration statement (“Short-Form Registrations”), if available, on and each such request may specify that any Short-Form S-3 (including a shelf registration Registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) and (if the Company is a WKSI at the time any such request is submitted to the Company or any similar short-form registration statement, including will become one by the time of the filing of such Shelf Registration) that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“. Any such requested Long-Form Registration or Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being Registration is referred to herein in this Agreement as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as a “Demand Registrations”). Registration.” Each request for a Demand Registration shall must specify the approximate number or dollar value of Registrable Securities requested to be registered by the requesting Holders and (if known) the intended method of distribution. Within five On the terms and subject to the other conditions herein, the Principal Investors, collectively, shall be entitled to no more than two (52) Business Days after receipt Long-Form Registrations; provided that (i) the proposed maximum aggregate offering value of the Registrable Securities requested to be registered in any such request, Pubco shall give written notice Long-Form Registration must equal at least $50,000,000 based on the public offering price of such requested registration to all other holders shares of Registrable Securities andset forth in the registration statement applicable to such Long-Form Registration or (ii) all of the remaining Principal Investor Registrable Securities are sold in such offering; provided further that, following the one-year anniversary of the closing of the initial Public Offering, if the Company is ineligible to use a Short-Form Registration to effect a Demand Registration for any period of four (4) consecutive months, then the Principal Investors, collectively, shall be entitled to no more than two (2) additional Long-Form Registrations. On the terms and subject to the terms other conditions herein, each of the Xxxxxx Investors, the BXCI Investors, the GPV Investors, the DC Investors and conditions the BM Investors shall be entitled to no more than two (2) Short-Form Registrations in any twelve (12) month period; provided that (i) (x) the proposed maximum aggregate offering value of the Registrable Securities requested to be registered in any Short-Form Registration must equal at least $20,000,000 based on the public offering price of shares of Registrable Securities set forth hereinin the registration statement applicable to such Short-Form Registration or (y) all of the remaining Xxxxxx Investor Registrable Securities, shall include BXCI Investor Registrable Securities, GPV Investor Registrable Securities, DC Investor Registrable Securities or BM Investor Registrable Securities, as applicable, are sold in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such offering. The Company will not be obligated to register the Registrable Securities of any Holder pursuant to a Long-Form Registration or a Short-Form Registration if the Company has filed within the immediately preceding sixty (60)-day period a registration statement or effected an offering of Common Equity with respect to (x) a Demand Registration (other than a Shelf Registration Statement that is not filed to effect an immediate Shelf Offering), (y) a Shelf Offering or (z) which Pubco a holder has received written requests for inclusion therein within five (5) Business Days after declined the receipt of Pubco’s notice. Each holder of right to have its Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available included pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementPiggyback Registration.

Requests for Registration. Subject to the following paragraphs of this Section 3(b), following the expiration of the Restricted Period, the Shareholders holding a majority of the then-outstanding Registrable Securities shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and conditions in accordance with the provisions of the Securities Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement and of the Lock-Up Agreementson Form S-3 (which, at any time or from time unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to time, the holders of Registrable Securities may request registration Rule 415 under the Securities Act and (B) if the Company is a Well-Known Seasoned Issuer at the time of all filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any portion of their Registrable Securities similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration statement (“Long-Form Registrations”) or(any such written notice, if availablea “Demand Notice” and any such registration, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration StatementDemand Registration”), if available as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to Pubco make the initial filing of the Registration Statement within thirty (“30) days following receipt of such Demand Notice in the case of a Short-Form Registrations”Registration or within sixty (60) days following receipt of such Demand Notice in accordance with Section 2(b) and Section 2(c) below (such holders being referred the case of a Long-Form Registration; provided, however, that unless a Shareholder requests to herein as the “Initiating Investors” and have registered all registrations requested by the Initiating Investors being referred to herein as “of its Registrable Securities, a Demand Registrations”). Each request Notice for a Demand Registration shall specify Marketed Offering may only be made if the approximate number sale of the Registrable Securities requested to be registered and the intended method by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of distribution$25,000,000 (without regard to any underwriting discount or commission). Within five (5) Business Days after Following receipt of any a Demand Notice for a Demand Registration in accordance with this Section 3(b), the Company shall use its reasonable best efforts to cause such request, Pubco shall give written notice of such requested registration Registration Statement to all other holders of Registrable become effective under the Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days Act as promptly as practicable after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that filing thereof (if such holder shall treat as confidential the receipt of the notice of Demand Registration and shall Statement is not disclose or use the information contained in such notice of Demand an Automatic Shelf Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementStatement).

Requests for Registration. Subject to the terms and conditions provisions of this Agreement and Article II, any Holder or group of Holders holding Registrable Securities representing at least 50.1% the Lock-Up Agreements, Registrable Securities then outstanding may at any time or from time to time, the holders of Registrable Securities may make (a) one written request for registration under the Securities Act of all or any portion at least 33% of their such Holders’ Registrable Securities consisting of Debt Securities on Form S-1 or any similar long-form the Issuer and (b) four written requests for registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including Act of at least 25% of such Holders’ Registrable Securities consisting of PubliCo Shares having an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below aggregate market value greater than U.S.$20 million on PubliCo (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as written request, in either case, a “Demand RegistrationsRegistration”). Each request for a Demand Registration Such requests shall specify the approximate number amount of Registrable Securities requested to be registered and the intended method or methods of distributiondisposition. Within five (5) Business Days Promptly after receipt of any such request, Pubco the Issuer, in the case of Registrable Securities consisting of Debt Securities, or PubliCo in the case of Registrable Securities consisting of PubliCo Shares shall give send written notice of such requested registration request to all other holders of Registrable Securities andHolders and shall, subject to the terms and conditions set forth hereinprovisions of this Article II, shall include in such registration (and in Demand Registration all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received the Issuer or PubliCo, as the case may be, receives written requests (specifying the amount of Registrable Securities to be registered and the intended method or methods of disposition) for inclusion therein within five (515 days after such notice is sent; provided that if the managing underwriter(s) Business Days after for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise the receipt of Pubco’s notice. Each holder Holders and the Issuer or PubliCo, as the case may be, that in its reasonable opinion, the number of Registrable Securities agrees that such holder shall treat as confidential to be sold would adversely affect the receipt success of the notice offering, then the Issuer or PubliCo, as the case may be, will reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above. The number of Registrable Securities that may be registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities beneficially owned by the respective Holders, second, all Debt Securities or PubliCo Shares proposed to be registered for offer and sale by the Issuer or PubliCo, as the case may be, and third, to Debt Securities or PubliCo Shares proposed to be registered pursuant to any piggy-back registration rights of third parties. As promptly as practicable thereafter, but in no event later than 45 days after the end of such 15-day period, but subject to Section 2.3 hereof, the Issuer or PubliCo, as the case may be, shall use its reasonable best efforts to file with the SEC a Registration Statement, registering all Registrable Securities that any Holders have requested to register, for disposition in accordance with the intended method or methods set forth in their notices to the Issuer or PubliCo, as the case may be. The Issuer and/or PubliCo, as the case may be, shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 150 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein; provided that no Registration Statement for a Demand Registration shall become effective prior to the day following the expiration of the Lock-up Period. Notwithstanding anything to the contrary in this Article II, no Holder shall have the right to require the Issuer or PubliCo, as the case may be, to register any Registrable Securities pursuant to Article II during any period (not to exceed 135 days) following the closing of the completion of the distribution of the securities offered by the Issuer or PubliCo, as the case may be, and shall not disclose registered pursuant to the Article III Notice that would cause the Issuer or use PubliCo, as the information case may be, to breach a lock-up provision contained in the underwriting agreement for such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementdistribution.

Requests for Registration. Subject At any time beginning six (6) months after the Initial Public Offering Date, any Initial Stockholder may, subject to the terms and conditions provisions of this Agreement and of Agreement, request in writing that the Lock-Up Agreements, at any time or from time to time, Corporation effect the holders of Registrable Securities may request registration under the Securities Act of any or all or any portion of their the Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) held by such Initial Stockholder and its Specified Transferees (an “Automatic Shelf Registration StatementInitial Requesting Holder”), if available which notice shall specify (i) the amount of Registrable Securities proposed to Pubco be registered; and (ii) the intended method or methods and plan of disposition thereof, including whether such requested registration is to involve an underwritten offering. The Corporation shall give prompt written notice of such registration request to all other Holders. Except as otherwise provided in this Agreement and subject to Section 2(i) in the case of an underwritten offering, the Corporation shall prepare and use its reasonable best efforts to file (within ninety (90) days after such request has been given) with the SEC a Registration Statement with respect to (i) all Registrable Securities included in the Initial Requesting Holder’s request and (ii) all Registrable Securities included in any request for inclusion delivered by any other Holder (a “Short-Form RegistrationsParticipating Holder”, and together with the Initial Requesting Holder, the “Requesting Holders”) within fifteen (15) days after delivery of the Corporation’s notice of the Initial Requesting Holder’s registration request to such other Holder, in each case subject to Section 2(i) if such offering is an underwritten offering. Thereafter, the Corporation shall use its reasonable best efforts, in accordance with Section 2(b) 6, to effect the registration under the Securities Act and Section 2(c) below (applicable state securities laws of such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and for disposition in accordance with the intended method or methods of distribution. Within five (5) Business Days after receipt of any disposition stated in such request. Subject to Section 2(i), Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall Corporation may include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt securities of the notice Corporation for sale, for the Corporation’s account or for the account of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, any other than as a result of disclosure by the holder in breach of the terms of this AgreementPerson.

Requests for Registration. Subject to the terms Sections 1(c) and conditions of this Agreement and of the Lock-Up Agreements1(d), at any time or and from time to timetime after six (6) months after the closing of the IPO, either the holders of Registrable Securities Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration under the Securities Act of all or any portion part of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as Rule 405 under the Securities Act, a “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand RegistrationsWKSI”), an automatic shelf registration statement. Each request for a Demand Registration registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the intended proposed method of distribution. Within The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days after receipt prior to the filing of any such request, Pubco shall give written notice of such the requested registration statement under the Securities Act and (2) to all other holders each holder of Registrable Securities andthat is an individual, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within no more than five (5) Business Days after the receipt filing of Pubco’s noticethe requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Each Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities agrees that which shall have made a written request to the Company for inclusion in such holder registration (which request shall treat as confidential specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of the notice of any such Demand Registration Exercise Notice. All registrations requested pursuant to Section 1(a) and shall not disclose or use the information contained in such notice of this Section 1(b) are referred to herein as “Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementRegistrations.”

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsSections 1(b) through (g), at any time or and from time to time, the holders of a majority of the Registrable Securities may request registration registration, whether underwritten or not, under the Securities Act of all or any portion of their respective Registrable Securities (i) on Form S-1 or any similar long-form registration statement (the “LongLong Form Registrations”), (ii) on Form S-2 or S-3 or any similar short-form registration statement (the “Short-Form Registrations”) or), if available, or (iii) on Form S-3 (including a shelf registration any applicable “short form” pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form 415 Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all ). All registrations requested by the Initiating Investors being as described in this Section 1 are referred to herein as “Demand Registrations”). .” Each such request for a Demand Registration shall (a “Demand Notice”) will specify the approximate number of Registrable Securities requested to be registered registered, the anticipated per share price range for such offering (which range may be revised from time to time by the Persons initiating such Demand Registration by written notice to the Company to that effect), and whether the intended method Demand Registration will be underwritten. Each request for a Demand Registration and, subject to the provisions of distributionSection 7, each request for inclusion in such Demand Registration also will specify the manner and disposition of the shares of Registrable Securities to be included therein. Within five ten (510) Business Days days after receipt of any such requestDemand Notice, Pubco shall the Company will give written notice of such requested request for registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinSection 1(e), shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five twenty (520) Business Days days after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject All registrations requested pursuant to the terms and conditions this Section 1(a) are referred to herein as “Demand Registrations.” The holders of this Agreement and at least a majority of the Lock-Up Agreements, Sun Registrable Securities may at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their such Sun Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-2 or S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”). Xxxx Xxxxxxxx and/or Xxxx Xxxxxxxx may at any time request a Long-Form Registration of all or any portion of the Xxxxxxxx Registrable Securities or, if available, a Short Form Registration of such Xxxxxxxx Registrable Securities; provided, however, that neither Xxxx Xxxxxxxx nor Xxxx Xxxxxxxx may request (i) his or their first Demand Registration hereunder before the first anniversary of the date of consummation of the Company’s Initial Public Offering, or (ii) his or their second Demand Registration before the first anniversary of the date of consummation of the sale of any Xxxxxxxx Registrable Securities included in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “his or their first Demand Registrations”)Registration hereunder. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionanticipated per share price range for such offering. Within five (5) Business Days 10 days after receipt of any such request, Pubco the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinSection 1(e) below, shall will include in such registration (and registration, in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such addition to the Sun Registrable Securities or the Xxxxxxxx Registrable Securities, as the case may be, that are requested to be registered pursuant hereto, all Sun Registrable Securities or Xxxxxxxx Registrable Securities, as applicable, with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and Agreement, each of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities Investors may request the Company to file with the SEC a registration statement under the Securities Act registering the offer and sale of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, or on Form S-3 or any similar short-form registration statement (“Short-Form Registrations”) if available, on Form S-3 (including in each case, to permit secondary sales of such Registrable Securities. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Investor making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities the holder(s) making such request requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt of any such request, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and other securities of the Company subject to registration rights and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days ten days after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the any notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the such holder in breach of the terms of this Agreement.

Requests for Registration. Subject to At any time following the terms and conditions of this Agreement and first year anniversary of the Lock-Up Agreementsclosing of the transaction, at any time Investor (or from time to time, the holders of Registrable Securities permitted transferees) may request in writing that the Company effect the registration under the Securities Act of all or any portion part of their the Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement Shares (as defined in Rule 405below) held by that Investor (an a “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand RegistrationsRequest”). Each request for a Demand Promptly after its receipt of any Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days Request but no later than 10 days after receipt of any such requestRegistration Request, Pubco shall the Company will give written notice of such requested registration request to all other holders Investors (and any known transferees). Within 10 days after receipt of such notice by any Investor, such Investor may request in writing that its Registrable Securities and, subject to Shares be included in such registration and the terms and conditions set forth herein, Company shall include in the Registration Request the Registrable Shares of any such Investor to be so included. The Company will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Shares that have been requested to be registered in the Registration Request; provided, that the Company will not be required to effect a registration (pursuant to this Section unless the value of Registrable Shares included in the Registration Request is at least $5 million. The Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section. Any registration requested by the Investors pursuant to this Section is referred to in this Agreement as a “Demand Registration.” For purposes of this Agreement, “Registrable Shares” means all Common Stock issued or issuable pursuant to the conversion of the Shares and in all related registrations and qualifications under state blue sky laws any equity securities issued or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities issuable directly or indirectly with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential Common Stock issued or issuable pursuant to the receipt conversion of the notice Shares by way of Demand Registration conversion or exchange thereof or share dividend or share split or in connection with a combination of shares, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization. As to any particular securities constituting Registrable Shares, such securities will cease to be Registrable Shares when (i) a registration statement with respect to the sale by the holder thereof shall have been declared effective under the Securities Act and such securities shall not disclose or use the information contained have been disposed of in accordance with such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available registration statement, (ii) they have been sold to the public generallypursuant to Rule 144 or Rule 145 or other exemption from registration under the Securities Act, other than as a result of disclosure (iii) they have been acquired by the holder Company or (iv) they are able to be sold by the Investor or transferee holding such securities without restriction as to volume or manner of sale pursuant to Rule 144 under the Securities Act as specified in breach of a legal opinion to such effect rendered by counsel to the terms Company at its sole expense and acceptable to the affected holders and the Company’s Common Stock transfer agent. In addition, for purposes of this Agreement, “Registration Statement” means the prospectus and other documents filed with the SEC to effect a registration under the Securities Act.

Requests for Registration. The Stockholders contemplate the initial public offering of the equity securities of the Company or a Subsidiary of the Company. Subject to the terms limitations contained in Sections 1(b) and conditions of this Agreement and of the Lock-Up Agreements(c), at any time or and from time to time, the holders of a majority of the TPG Group Registrable Securities, X.X. Cosmestics, Corp. and its Permitted Transferees (the “JAC Group”), who in the aggregate are the holders of a majority of the Other Registrable Securities held by the JAC Group (the “JAC Group Registrable Securities”), or the holders of a majority of the Other Registrable Securities held by the Amin Group (the “Amin Group Registrable Securities”), as applicable, may request registration under the Securities Act of all or any portion part of their respective Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”); provided that neither the JAC Group nor the Amin Group shall be entitled to make any such request unless the JAC Group or the Amin Group, as applicable, respectively holds at least five percent (5%) in accordance with Section 2(b) and Section 2(c) below (of the Registrable Securities outstanding at the time of such holders being referred to herein as the “Initiating Investors” and all request. All registrations requested by the Initiating Investors being pursuant to this Section 1(a) are referred to herein as “Demand Registrations”). .” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionanticipated per share price range for such offering. Within five (5) Business Days days after receipt of any such request, Pubco the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinSection 1(d), shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein from such Persons within five (5) Business Days days after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to Section 3.1(b) and the other terms and conditions of this Agreement and of Article III, any 5% Stockholder shall have the Lock-Up Agreementsright to, at any time in each case, pursuant to Section 3.1(c) or from time Section 3.1(d), request the Company to time, effect the holders of Registrable Securities may request registration under and in accordance with the provisions of the Securities Act of the offering of all or any portion of their the Registrable Securities on Form S-1 or any similar long-form Beneficially Owned by such 5% Stockholder, by submitting a written request of such registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under and specifying the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number amount of Registrable Securities requested proposed to be registered and the intended method (or methods) and plan of distributiondisposition thereof, including whether such requested registration is to involve an underwritten offering (a “Registration Demand”). Within five The Company shall give prompt written notice thereof (5a “Demand Registration Notice”) (and in any event within ten (10) Business Days after from the date of receipt of any such requestRegistration Demand) to each of the other 5% Stockholders, Pubco each of whom shall give written notice of such requested registration be entitled to all other holders of Registrable Securities andelect to include, subject to the terms and conditions set forth hereinin this Article III, Registrable Securities Beneficially Owned by it in the Registration Statement to which a Demand Registration Notice relates, by submitting a written request to the Company (a “Registration Request”) within fifteen (15) days after the date of such Demand Registration Notice, specifying the number of Registrable Securities that such Initial Requesting Holder intends to dispose of pursuant to such Registration Statement. Except as otherwise provided in this Agreement, the Company shall prepare and use its reasonable best efforts to file with the SEC, within ninety (90) days after the date of the applicable Registration Demand, a Registration Statement with respect to the following (in either case subject to Section 3.1(j) if the Registrable Securities will be sold in an underwritten offering): (i) all Registrable Securities of the Initial Requesting Holder included in such Registration Demand and (ii) all Registrable Securities that other Stockholders elect to include in such Registration Statement, pursuant to one (1) or more timely submitted Registration Requests. Thereafter, the Company shall use its reasonable best efforts, in accordance with Section 3.5, to effect the registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of the offering of such Registrable Securities under the Securities Act and applicable state securities laws, for disposition in accordance with respect the intended method or methods of disposition stated in the underlying Registration Demand. Subject to which Pubco has received written requests for inclusion therein within five (5) Business Days after Section 3.1(j), the receipt of Pubco’s notice. Each holder Company may include in such Registration Statement such number of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is Company proposes to offer and sell for its own account or becomes available to the public generally, account of any other than as a result of disclosure by the holder in breach of the terms of this AgreementPerson.

Requests for Registration. Subject to the following paragraphs of this Section 3(b), following the Closing, one or more Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and conditions in accordance with the provisions of the Securities Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement and of the Lock-Up Agreementson Form S-3 (which, at any time or from time unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to time, the holders of Registrable Securities may request registration Rule 415 under the Securities Act and (B) if the Company is a Well-Known Seasoned Issuer at the time of all filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any portion of their Registrable Securities similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration statement (“Long-Form Registrations”) or(any such written notice, if availablea “Demand Notice” and any such registration, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration StatementDemand Registration”), if available as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to Pubco make the initial filing of the Registration Statement within thirty (“30) days following receipt of such Demand Notice in the case of a Short-Form Registrations”Registration or within sixty (60) days following receipt of such Demand Notice in accordance with Section 2(b) and Section 2(c) below (such holders being referred the case of a Long-Form Registration; provided, however, that unless a Shareholder requests to herein as the “Initiating Investors” and have registered all registrations requested by the Initiating Investors being referred to herein as “of its Registrable Securities, a Demand Registrations”). Each request Notice for a Demand Registration shall specify Marketed Offering may only be made if the approximate number sale of the Registrable Securities requested to be registered and the intended method by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of distribution$150,000,000 (without regard to any underwriting discount or commission). Within five (5) Business Days after Following receipt of any a Demand Notice for a Demand Registration in accordance with this Section 3(b), the Company shall use its reasonable best efforts to cause such request, Pubco shall give written notice of such requested registration Registration Statement to all other holders of Registrable become effective under the Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days Act as promptly as practicable after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that filing thereof (if such holder shall treat as confidential the receipt of the notice of Demand Registration and shall Statement is not disclose or use the information contained in such notice of Demand an Automatic Shelf Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementStatement).

Requests for Registration. Subject to the limits set forth herein, the Contributors shall have the right by delivering a written notice to Copano (a “Demand Notice”) to require Copano to register, pursuant to the terms and conditions of this Agreement under and in accordance with the provisions of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement provided that the sale of such Registrable Securities is reasonably expected to result in aggregate gross cash proceeds in excess of ten million dollars ($10,000,000) (a “Demand Registration”). Following receipt of a Demand Notice for a Demand Registration, Copano shall use its reasonable commercial efforts to file a Shelf Registration Statement within 60 days of receipt of a Demand Notice, and, if such Shelf Registration Statement is not automatically effective upon filing, shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Contributors shall be entitled to one Demand Registration; provided that no Demand Registration shall be exercised unless such Demand Registration is agreed to by the Holders of a majority of the outstanding Registrable Securities. No Demand Registration shall be deemed to have occurred for purposes of this Section 2.01 if the Shelf Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2.01(a) or (iii) the offering of the Registrable Securities pursuant to such Shelf Registration Statement is subject to a stop order, injunction or similar order or requirement of the Commission during such period. In the case of each of clauses (i), (ii) and (iii), the Contributors shall be entitled to an additional Demand Registration. Any request made pursuant to this Section 2.01 will specify the amount of Registrable Securities to be registered and the intended method methods of distributiondisposition thereof. Within five (5) Business Days after receipt Copano shall be required to maintain the effectiveness of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities Shelf Registration Statement with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of any Demand Registration until all Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained included in such notice of Demand Shelf Registration without the prior written consent of Pubco until such time as the information contained therein is Statement have actually been sold or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementthere are no longer any Registrable Securities outstanding.

Requests for Registration. (i) Subject to the terms and conditions other provisions of this Agreement and of the Lock-Up AgreementsAgreement, including Section 2(b), at any time or and from time to timetime when such Registrable Securities have not been previously registered on a then effective registration statement, the holders of Registrable Securities Designated Investors may request registration under the Securities Act of all or any a portion of their the Designated Investors’ Registrable Securities on Form S-1 S-1, Form S-11 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, or on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement(including, including if the corporation is then eligible, as an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available ) pursuant to Pubco Rule 415 under the Securities Act or any similar rule then in force (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below ), if available (such holders being referred to herein as the requesting Designated Investors, the “Initiating Investors” and all Requesting Equityholders”). All registrations requested by the Initiating Investors being pursuant to this Section 2(a) are referred to herein as “Demand Registrations”).” Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form. Each Unless the Registrable Securities have been previously registered on a then effective registration statement, the Company agrees to file with the SEC, following receipt of any such request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such requestRegistration, Pubco shall give written notice of such requested a registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities statement with respect to which Pubco has received written requests for inclusion therein within five the Registrable Securities under the Securities Act (the “Demand Registration Statement”) in accordance with Section 5) Business Days . The Company shall use its commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable after the receipt of Pubco’s noticefiling thereof in accordance with Section 5. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of The Demand Registration Statement shall be on an appropriate form and the registration statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall not disclose reflect the plan of distribution or use the information contained in such notice method of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure sale proposed by the holder in breach of the terms of this AgreementRequesting Equityholders.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time after six months following the date on which the Company has completed a public offering of its capital stock other than a registration of stock options, stock purchase or from time similar plans or a transaction pursuant to timeSEC Rule 145 under the Securities Act (an “IPO”), the holders of a majority of the Investor Registrable Securities may submit a written request for registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and the holders of a majority of the Investor Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all if available. All registrations requested by the Initiating Investors being pursuant to this paragraph 1(a) are referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered registered, the anticipated per share price range for such offering and the intended method of distribution. Within five (5) Business Days ten days after receipt of any such request, Pubco provided that the anticipated aggregate offering price of the Registrable Securities requested to be registered, net of underwriting discounts and commissions, is at least $5,000,000, the Company shall give written notice of such requested registration to all other holders of Investor Registrable Securities and, subject to the terms of paragraph 1(d) hereof, the Company shall use its best efforts to file such registration statement as soon as practicable, and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Investor Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available , subject to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementlimitations set forth herein.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or and from time to time, the holders of a majority of the Registrable Securities held by the Vista Holders may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act415) or any similar short-form registration statement(“Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”. The Dragoneer Investors may request one (1) Short-Form Registration at any point after twelve (12) months from the transactions contemplated by the Business Combination Agreement. The Sponsor Investors or the Dragoneer Investors may request that a Short-Form Registration be made pursuant to Rule 415 (a “Shelf Registration”) and, including if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available . Any Shelf Registration requested under this Section 2(a) shall be subject to Pubco (“Short-Form Registrations”) the requirements and obligations set forth in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”2(e). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days 10 days after receipt of any such request, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(f), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice; provided that, with the consent of the holders of at least a majority of the Registrable Securities requesting such registration, the Company may provide notice of the Demand Registration to all other holders of Registrable Securities within three business days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.