Common use of Requests for Registration Clause in Contracts

Requests for Registration. At any time after one hundred twenty (120) days from the date of this Agreement the Initiating Holders may request registration under the Securities Act of all or part of their Registrable Securities. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement and of the Initiating Holders 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 part any portion of their Registrable SecuritiesSecurities 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 ten five (105) days Business Days after receipt of any such request, the Company will Pubco shall give written notice of such requested registration to all other Holders holders of Registrable Securities and, subject to the terms and any other stockholder having registration rights which entitle it to participate in such registration. The Company will 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 it Pubco has received written requests for inclusion therein within fifteen five (155) days 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 Company's notice. The Company notice of Demand Registration and shall cause its management 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 cooperate fully and to use its best efforts to support the registration public generally, other than as a result of disclosure by the holder in breach of the Registrable Securities and the sale terms of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand RegistrationsAgreement." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement Agreement, the Initiating Holders holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), 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 (“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 majority of the Registrable Securities making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (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 under the Securities Act) (an “Automatic Shelf Registration Statement”). Within ten (10) days after receipt the filing of any such requestthe registration statement relating to the Demand Registration, the Company will shall give written notice of such requested registration the Demand Registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company will the terms of Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's ’s notice. The Company shall cause its management to cooperate fully and to use its best efforts to support ; provided that, with the registration consent of the holders of at least a majority of the Registrable Securities and requesting such registration, the sale Company may provide notice of the Demand Registration to all other holders of Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect within three Business Days following the non-confidential filing of the Company at road shows registration statement with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunderso long as such registration statement is not an Automatic Shelf Registration Statement. A registration will Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not count disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a Demand Registration until it has become effective. Should the Demand Registration not be filed result of disclosure by the Company within sixty (60) days Holder in breach of the date terms of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000this Agreement.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement Agreement, each of the Initiating Holders 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 part 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 statement (“Short-Form Registrations”) if available, 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 Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (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 under the Securities Act) (an “Automatic Shelf Registration Statement”). 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 ten (10) days after receipt of any such request, the Company will shall give written notice of such requested registration the Demand Registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company will the terms of Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) ten days after the receipt of the Company's ’s notice. The ; provided that, with the consent of the holders of at least a majority of the Parthenon Investor Registrable Securities or ▇▇▇▇▇ Investor Registrable Securities requesting such registration, the Company shall cause its management may provide notice of the Demand Registration to cooperate fully and to use its best efforts to support all other holders of Registrable Securities within three business days following the non-confidential filing of the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows statement with respect to the offering of Registrable SecuritiesDemand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders Each holder of Registrable Securities will be entitled to request one agrees that such holder shall treat as confidential the receipt of any notice of Demand Registration hereunder. A registration will and shall not count disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a Demand Registration until it has become effective. Should the Demand Registration not be filed result of disclosure by the Company within sixty (60) days such holder in breach of the date terms of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000this Agreement.

Requests for Registration. At Subject to the terms and conditions of this Agreement, at any time from and after one hundred twenty (120) 180 days from following the date IPO, Controlling Holders holding at least a majority of this Agreement the Initiating Registrable Securities held by all Controlling Holders may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), 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 (“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. Within ten All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holders making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (10a “Shelf Registration”) days after receipt of and, if the Corporation is a WKSI at the time any request for a Demand Registration is submitted to the Corporation, that such requestShelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Following the request for the Demand Registration, the Company will Corporation shall give written notice of such requested registration the Demand Registration to all other Holders and, subject to the terms of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Corporation has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company's Corporation’s notice. The Company ; provided that the Corporation shall cause its management provide notice of the Demand Registration to cooperate fully and all other Holders no later than five (5) days prior to use its best efforts to support the non-confidential filing of the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows statement with respect to the offering Demand Registration. Each Holder agrees that (1) such notice constitutes MNPI and that it will not engage in any transaction in any securities of Registrable Securitiesthe 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 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 in breach of the terms of this Agreement. All registrations requested Notwithstanding the foregoing, the Corporation shall not be required to take any action that would otherwise be required under this Section 5.2(a) are referred to herein as "Demand Registrations2 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." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At (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 time after one hundred twenty shares of Series A Preferred Stock are converted or, within the following forty-five (12045) days from days, required or entitled to be converted, the date 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 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 on Form S-1 or any similar or successor long-form registration (such registration form utilized hereunder, a “Long-Form Registration”) or Form S-3 or any similar or successor short-form registration (such registration form utilized hereunder, a “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 Initiating Holders may request registration 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 all 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 (but not later than sixty (60) days after the Demand Notice is delivered) 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; 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 recommendations. Notwithstanding anything to the contrary in this Agreement, no Demand Notice may be provided prior to the closing of an IPO or part 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 their such Lock-Up Period. (ii) No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (A) the Registration Statement relating thereto does not become effective other than as a direct consequence of a material default or material breach by such Demand Registration Holder, (B) the Registration Statement relating thereto is not maintained effective for the period required pursuant to this Section 3, (C) the offering of the Registrable Securities. Within Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (D) the request for registration is withdrawn by the requesting Demand Registration Holder for any reason within ten (10) days Business Days of the Demand Notice, (E) less than the lesser of Registrable Securities constituting Conversion Stock representing the then applicable Priority Amount or seventy-five percent (75%) of the Registrable Securities constituting Conversion Stock requested by the Demand Registration Holder for inclusion in such registration are so included pursuant to Section 3(b), (F) pursuant to clause (c) or clause (d) below, or (G) in the event of an underwritten offering, the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than as a direct consequence of a material default or material breach by such Demand Registration Holder; provided, however, in each case, that such requesting Demand Registration Holder shall be entitled to an additional Demand Registration in lieu thereof. (iii) Within five (5) Business Days after receipt by the Corporation of any such requesta Demand Notice in accordance with this Section 3(a), the Company will Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other Holders and shall, subject to the provisions of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will Section 3(b), include in such registration all Registrable Securities constituting Conversion Stock with respect to which it has the Corporation received written requests for inclusion therein within fifteen five (155) days Business Days after receipt of such Notice is given by the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant Corporation to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filedHolders; provided, however, that the maximum Corporation shall only be required to deliver any Notice as provided in Section 4(a). (iv) All requests made pursuant to this Section 3 shall specify the number or dollar amount of liquidated damages payable Registrable Securities constituting Conversion Stock to be included for registration and the intended methods of disposition thereof. (v) 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 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 Holders hereunder are required to refrain from selling any securities included in such Registration Statement at the request of the Corporation or an underwriter selected by the Corporation pursuant to the provisions of this Agreement; provided, further, that if such registration is a shelf registration statement that permits sales of Common Stock on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”), such Demand Registration shall only be $100,000deemed to have been effected if such Registration Statement remains effective for the lesser of (i) 365 days and (ii) until all Registrable Securities registered thereunder have actually been sold. (vi) Without limiting the foregoing, within ten (10) Business Days after the Corporation becomes eligible to file a Shelf Registration Statement or, if earlier, at any time within the thirty (30) day period before the Corporation reasonably expects it will become so eligible, the Corporation shall give written notice (the “Shelf Notice”) to all Holders and shall include in such registration all Registrable Securities constituting Conversion Stock of the Investors. The Corporation shall as promptly as practicable, and in any event within twenty (20) Business Days after the giving of the Shelf Notice, file with the SEC a Shelf Registration Statement with respect to such Registrable Securities to be included in accordance with the foregoing sentence and shall amend such Shelf Registration Statement at such times and as reasonably requested by Holders so as to permit the inclusion of any Registrable Securities constituting Conversion Stock therein. With respect to any Shelf Registration Statement covering Registrable Securities, the Corporation shall use its reasonable best efforts (if the Corporation is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable by the applicable Holder until the date as of which all Registrable Securities included in such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder).

Requests for Registration. At (a) Subject to Section 1.2, at any time and from time to time on or after one hundred twenty (120) days from the date Effective Time, any Series 1 Holder that owns at least 20,000 shares of this Agreement the Initiating Holders Series 1 Preferred may request registration under the Securities Act of all or part of their Registrable Securities. Within ten Securities (10i) days after receipt of on Form S-1 or any similar long-form registration statement (any such requestregistration, a "Long-Form Demand Registration"), or (ii) on Form S-3 or any similar short-form registration statement (any such registration, a "Short-Form Demand Registration") if the Company qualifies to use such form. Thereafter, the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support promptly effect the registration of the such Registrable Securities and under the sale of Securities Act on the Registrable Securities pursuant to form requested by the holder or holders making such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securitiesrequest. All registrations requested under pursuant to this Section 5.2(a) 1.1 are referred to herein as "Demand Registrations." The Holders Upon receipt of a request for a Demand Registration, the Company will give prompt written notice (in any event within three (3) Business Days after its receipt of such request) of the request for a Demand Registration to all holders of Registrable Securities not making such request and will be entitled to request one include in such Demand Registration hereunderall Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after the receipt of the Company's notice. A The holders of the Registrable Securities making any such registration will not count as a request may, at any time prior to the effective date of the registration statement relating to any Demand Registration, revoke such Demand Registration until it has become effective. Should request by providing written notice to the Demand Registration not be filed by the Company within Company. (b) No later than sixty (60) days of after the date of the Company's written notice to the Holders of Registrable SecuritiesEffective Time, then the Company shall pay prepare and file with the SEC a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration") registering the resale from time to time by the Investors of all the Holders Registrable Securities (the "Initial Shelf Registration"). The registration statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities, on a pro rata basis, as liquidated damagesSecurities for resale by the Investors. If the Initial Shelf Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time, the sum Company shall use its best efforts to obtain the prompt withdrawal of TWO HUNDRED THIRTY-THREE DOLLARS any order suspending the effectiveness thereof, and in any event shall within thirty ($23330) per day for each day beyond days of such cessation of effectiveness amend the sixty Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or to promptly file an additional Shelf Registration covering all the Registrable Securities (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000a "Subsequent Shelf Registration").

Requests for Registration. At Subject to the terms and conditions of this Agreement, at any time from and after one hundred twenty (120) days from the date of this Agreement that is 180 days following the Initiating Holders IPO, the Demand Holders, through their respective Representatives, may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration (“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 less, such Registrable Securities represent all Registrable Securities then held by the Demand Holder requesting such registration). Within All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Demand Holder making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Corporation is a WKSI at the time any request for a Demand Registration is submitted to the Corporation, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, upon receipt of the request for the Demand Registration, the Corporation shall as promptly as reasonably practicable (but in no event later than ten (10) days after receipt of any such request, the Company will request for the Demand Registration) give written notice of such requested registration the Demand Registration to all other Holders of who hold Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company will the terms of Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Corporation has received written requests for inclusion therein within fifteen (15i) 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 the Company's Corporation’s notice. The Company Notwithstanding the foregoing, the Corporation shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect required to the offering of Registrable Securities. All registrations requested take any action that would otherwise be required under this Section 5.2(a2 if such action would violate Section 4(a) are referred to herein as "Demand Registrationshereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement Agreement, the Initiating Holders holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”), 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 statement (“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 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”). 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 ten (10) days after receipt of any such request, the Company will shall give written notice of such requested registration the Demand Registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company will the terms of Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting agreement) all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's ’s notice. The Company shall cause its management to cooperate fully and to use its best efforts to support ; provided that, with the registration consent of the holders of at least a majority of the Registrable Securities and requesting such registration, the sale Company may provide notice of the Demand Registration to all other holders of Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect within three business days following the non-confidential filing of the Company at road shows registration statement with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunderso long as such registration statement is not an Automatic Shelf Registration Statement. A registration will Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not count disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a Demand Registration until it has become effective. Should the Demand Registration not be filed result of disclosure by the Company within sixty (60) days Holder in breach of the date terms of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000this Agreement.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement and any lock-up agreement executed with the Initiating Holders underwriters in connection with the IPO, each Original Equity Owner may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration (“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 less, such Registrable Securities represent all Registrable Securities then held by the Original Equity Owner requesting such registration). Within All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Original Equity Owner making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Corporation is a WKSI at the time any request for a Demand Registration is submitted to the Corporation, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, upon receipt of the request for the Demand Registration, the Corporation shall as promptly as reasonably practicable (but in no event later than ten (10) days after receipt of any such request, the Company will request for the Demand Registration) give written notice of such requested registration the Demand Registration to all other Holders of who hold Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company will the terms of Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Corporation has received written requests for inclusion therein within fifteen (15i) 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 the Company's Corporation’s notice. The Company Each Holder agrees that such Holder shall cause its management to cooperate fully and to use its best efforts to support treat as confidential the registration receipt of the Registrable Securities notice of Demand Registration and shall not disclose or use the sale information contained in such notice of Demand Registration without the prior written consent of the Registrable Securities pursuant Corporation or until such time as the information contained therein is or becomes available to such registration the public generally, other than as promptly as is practicablea result of disclosure by the Holder in breach of the terms of this Agreement. Such cooperation Notwithstanding the foregoing, the Corporation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect required to the offering of Registrable Securities. All registrations requested take any action that would otherwise be required under this Section 5.2(a) are referred to herein as "Demand Registrations2 or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any 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 after one hundred twenty to time by delivering a written notice to the Company (120a “Demand Notice”) days from to require the date Company to register, pursuant to the terms of this Agreement under and in accordance with the Initiating Holders 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”); provided, however, that (i) a Demand Notice may request registration 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 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 of the Company. 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 all Registrable Securities making such demand to be on an appropriate form under the Securities Act (including Form S-3ASR or part any successor form that becomes effective upon filing with the SEC if the Company is then eligible to use such form) in accordance with such holder(s) intended methods of their Registrable Securitiesdistribution, as shall be set forth in the Registration Statement, and Rule 415 under the Securities Act. Within ten (10) 10 days after receipt by the Company of any such requesta Demand Notice, the Company will shall give written notice (the “Notice”) of such requested registration Demand Notice to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it shall, subject to participate in such registration. The Company will the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which it has the Company received written requests for inclusion therein within fifteen (15) 15 days after receipt such Notice is given by the Company to such holders. All requests made pursuant to this Section 2 will specify the number of Registrable Securities to be registered and the Company's noticeintended methods of disposition thereof. Each holder of Registrable Securities 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 cause its management be required to cooperate fully and to use its best efforts to support maintain the registration 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 and the sale of the Registrable Securities included in such Registration Statement have actually been sold pursuant to such registration as promptly as is practicableRegistration Statement. Such cooperation Notwithstanding the foregoing, no Stockholder shall includebe entitled to include its Registrable Securities in any Shelf Registration Statement filed pursuant to this Section 2, but not if and to the extent such Registrable Securities are then registered under an effective and available Shelf Registration Statement or Exchange Registration Statement filed pursuant to Section 3 (nor, for the avoidance of doubt, shall any Stockholder be limited to, management's attendance and reasonable presentations in respect entitled to deliver any Demand Notice for the filing of the Company at road shows a Shelf Registration Statement pursuant to this Section 2 with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of any Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000so registered).

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement Agreement, the Initiating Holders holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), 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 (“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 majority of the Registrable Securities making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (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 under the Securities Act) (an “Automatic Shelf Registration Statement”). Within ten (10) days after receipt the filing of any such requestthe registration statement relating to the Demand Registration, the Company will shall give written notice of such requested registration the Demand Registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company will the terms of Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's ’s notice. The Company shall cause its management to cooperate fully and to use its best efforts to support ; provided that, with the registration consent of the holders of at least a majority of the Registrable Securities and requesting such registration, the sale Company may provide notice of the Demand Registration to all other holders of Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect within three business days following the non-confidential filing of the Company at road shows registration statement with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunderso long as such registration statement is not an Automatic Shelf Registration Statement. A registration will Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not count disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a Demand Registration until it has become effective. Should the Demand Registration not be filed result of disclosure by the Company within sixty (60) days Holder in breach of the date terms of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000this Agreement.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement Agreement, the Initiating Majority Holders may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), 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 (“Short-Form Registrations”) if available. Within All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Majority Holders making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Corporation is a WKSI at the time any request for a Demand Registration is submitted to the Corporation, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, within ten (10) days after receipt the filing of any such requestthe registration statement relating to the Demand Registration, the Company will Corporation shall give written notice of such requested registration the Demand Registration to all other Holders and, subject to the terms of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Corporation has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's Corporation’s notice. The Company shall cause its management to cooperate fully and to use its best efforts to support ; provided that, with the registration consent of Holders representing at least a majority of the Registrable Securities and requesting such registration, the sale Corporation may provide notice of the Registrable Securities pursuant Demand Registration to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect all other Holders prior to the non-confidential filing of the Company at road shows registration statement with respect to the offering Demand Registration. Each Holder agrees that (1) such notice constitutes MNPI and that it will not engage in any transaction in any securities of Registrable Securities. All registrations requested under this Section 5.2(athe Corporation until such notice and the information contained therein ceases to constitute MNPI and (2) are referred to herein such Holder shall treat as "Demand Registrations." The Holders confidential the receipt of Registrable Securities will be entitled to request one the notice of Demand Registration hereunder. A registration will and shall not count disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Corporation until such time as the information contained therein is or becomes available to the public generally, other than as a Demand Registration until it has become effective. Should the Demand Registration not be filed result of disclosure by the Company within sixty (60) days Holder in breach of the date terms of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000this Agreement.

Requests for Registration. At any time after one hundred twenty (120) days from following the date first anniversary of this Agreement the Initiating Holders Closing Date, CDR Investor may request in writing, on behalf of CDR Investor Group, that the Company effect the registration under the Securities Act of all or any part of their the Registrable SecuritiesSecurities held by CDR Investor Group (a “Registration Request”), provided that, prior to the second anniversary of the Closing Date, the number of shares of Common Stock to be sold by CDR Investor Group pursuant to a Registration Request shall be limited to an amount that will not cause the CDR Percentage Interest to be less than 35%. Within ten At any time following the 180th day after the Closing Date, the Family Group Representative may make a Registration Request on behalf of the Family Group, provided that the number of shares of Common Stock to be sold by the Family Group pursuant to such Registration Request (10i) days shall equal 50% of the Initial Family Group Shares if such Registration Request is made prior to the first anniversary of the Closing Date, and (ii) shall equal at least 50% of the Initial Family Group Shares if such Registration Request is made following the first anniversary of the Closing Date, and, provided further, that such sale shall not be prohibited under the Support Agreement. Promptly after its receipt of any such requestRegistration Request, the Company will give written notice of such requested registration request to all other Holders Stockholders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities and that have been requested to be registered in the Registration Request or by any other stockholder having registration rights which entitle it Stockholders by written notice to participate in the Company given within fifteen Business Days after the date the Company has given such registrationStockholders notice of the Registration Request. The Company will include pay all Registration Expenses incurred in such connection with any registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a2.1. Any registration requested by CDR Investor or by the Family Group Representative pursuant to Section 2.1(a) are or 2.1(c) is referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count in this Agreement as a “Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000Registration”.

Requests for Registration. At (a) On or after the first anniversary of the Closing, the Capital Z Holders (collectively), the Reservoir Holders (collectively) and the Rainwater Holders (collectively) may each request in writing that the Company register under the Securities Act all or part of the Registrable Securities owned by them (x) on Form S-1 or any time after one hundred twenty similar long-form registration statement (120any such registration, a "Long-Form Registration") days from or (y) on Form S-3 or any similar short-form registration statement (any such registration, a "Short-Form Registration"), if the date Company qualifies to use such short form, and any such written notice shall specify the number of this Agreement Registrable Securities to be registered. Thereafter, the Initiating Holders may request Company shall use its best efforts to effect the registration under the Securities Act of all or part of their Registrable Securities. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration and to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration (x) all Registrable Securities with respect which such Requesting Holders have so requested to which it has received written requests for inclusion be included therein within fifteen and (15y) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the all other Registrable Securities and the sale of the Registrable Securities to be included pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(aArticle IV. (b) are referred to herein as "Demand Registrations." The Any Requesting Holders of Registrable Securities will be entitled to that request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should pursuant to Section 4.1(a) may, at any time prior to the Demand Registration not be filed by the Company within sixty (60) days of the effective date of the Company's registration statement relating to such Demand Registration, revoke such request by providing written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filedCompany; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder notwithstanding such revocation, such Demand Registration shall be $100,000deemed a request for purposes of Section 4.2 unless such Requesting Holders agree to pay for all of the Registration Expenses incurred by the Company with respect to such revoked Demand Registration. (c) With respect to any Demand Registration where the number of securities covered by the applicable registration statement is less than 50% of the Registrable Securities requested by the Requesting Holders to be included in such Demand Registration, the Requesting Holders may decide (x) to proceed with such Demand Registration, provided, however, that such Demand Registration shall not be deemed a request for purposes of Section 4.2 or (y) to abandon such Demand Registration, in which case the Company shall reimburse the Requesting Holders for all reasonable expenses (not limited to Selling Expenses) incurred in connection with such abandoned Demand Registration and such Demand Registration shall not be deemed a request for purposes of Section 4.2.

Requests for Registration. At Subject to the terms and conditions of this Agreement, if, at any time after one hundred twenty (120) days from during the date Effectiveness Period, there is not an Effective Registration Statement covering all of this Agreement the Initiating Holders Registrable Securities, the holders of Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities 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 the Company (“Short‑Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Holders” and all registrations requested by the Initiating 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 ten five (105) days Business Days after receipt of any such request, the Company will shall give written notice of such requested registration to all other Holders holders of Registrable Securities and, subject to the terms and any other stockholder having registration rights which entitle it to participate in such registration. The Company will 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 it the Company has received written requests for inclusion therein within fifteen five (155) days Business Days after the receipt of the Company's ’s notice. The 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 the Company shall cause its management until such time as the information contained therein is or becomes available to cooperate fully and to use its best efforts to support the registration 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 and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days an unlimited number of the date of the Company's written notice to the Holders of Registrable SecuritiesShort‑Form Registrations, then in which the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration Expenses whether or not any such Short‑Form Registration has not been filedbecome effective; provided, however, that the maximum amount Company shall not be obligated to effect any such Short‑Form Registration: (i) if the holders of liquidated damages payable 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 Holders hereunder 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 $100,000declared 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. At Subject to the terms and conditions of this Agreement, at any time after one hundred twenty (120) 180 days from following the date consummation of this Agreement Pubco’s Initial Public Offering pursuant to an Up-C IPO, the Initiating Holders holders of Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities 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 1(b) and Section 1(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 ten (10) five days after receipt of any such request, the Company will Pubco shall give written notice of such requested registration to all other Holders holders of Registrable Securities and, subject to the terms and any other stockholder having registration rights which entitle it to participate in such registration. The Company will 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 it Pubco has received written requests for inclusion therein within fifteen (15) five 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 Company's notice. The Company notice of Demand Registration and shall cause its management 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 cooperate fully and to use its best efforts to support the registration public generally, other than as a result of disclosure by the holder in breach of the Registrable Securities and the sale terms of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand RegistrationsAgreement." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement Agreement, the Initiating Holders holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”), 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 statement (“Short-Form Registrations”), 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”). Within ten (10) days after receipt the filing of any such requestthe registration statement relating to the Demand Registration, the Company will shall give written notice of such requested registration the Demand Registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company will the terms of Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting agreement) all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's ’s notice. The Company shall cause its management to cooperate fully and to use its best efforts to support ; provided that, with the registration consent of the holders of at least a majority of the Registrable Securities and requesting such registration, the sale Company may provide notice of the Demand Registration to all other holders of Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect within three business days following the non-confidential filing of the Company at road shows registration statement with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunderso long as such registration statement is not an Automatic Shelf Registration Statement. A registration will Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not count disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a Demand Registration until it has become effective. Should the Demand Registration not be filed result of disclosure by the Company within sixty (60) days Holder in breach of the date terms of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000this Agreement.

Requests for Registration. At Subject to the provisions of this Article II, any Holder or group of Holders may at any time after one hundred twenty make a written request (120a “Demand Request”) days from the date of this Agreement the Initiating Holders may request for registration under the Securities Act of all or part of their Registrable SecuritiesSecurities (a “Demand Registration”). Within ten (10) days after receipt of any such request, Such Demand Requests shall specify the Company will give written notice of such requested registration to all other Holders amount of Registrable Securities to be registered and any other stockholder the intended method or methods of disposition. Newmark 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 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 therein; 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 Newmark 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 Newmark and the Holders), then Newmark 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 registration rights which entitle it the adverse effect referred to participate above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration. The Company will include in such registration all , the number of Registrable Securities with respect 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, shares of Newmark Class A Common Stock proposed to which it has received written requests be registered for inclusion therein within fifteen (15) days after receipt offer and sale by Newmark; and third, shares of the Company's noticeNewmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. The Company Newmark shall cause its management to cooperate fully and to use its reasonable best efforts to support cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the registration 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 and covered thereby are disposed of in accordance with the sale method or methods of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrationsdisposition stated therein." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement the Initiating Holders Agreement, each Controlling Holder may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration (“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. Within All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holder making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Corporation is a WKSI at the time any request for a Demand Registration is submitted to the Corporation, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, within ten (10) days after receipt the filing of any such requestthe registration statement relating to the Demand Registration, the Company will Corporation shall give written notice of such requested registration the Demand Registration to all other Holders and, subject to the terms of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Corporation has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's Corporation’s notice. The Company ; provided that the Corporation shall cause its management provide notice of the Demand Registration to cooperate fully and all other Holders prior to use its best efforts to support the non-confidential filing of the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows statement with respect to the offering Demand Registration. Each Holder agrees that (1) such notice constitutes MNPI and that it will not engage in any transaction in any securities of Registrable Securitiesthe 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 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 in breach of the terms of this Agreement. All registrations requested Notwithstanding the foregoing, the Corporation shall not be required to take any action that would otherwise be required under this Section 5.2(a2 if such action would violate Section 4(a) are referred to herein as "Demand Registrationshereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time (i) Subject to the following paragraphs of this Section 3(a), on or after one hundred twenty (120) days from the date 180th day following the Initial Public Offering, a Demand Party shall have the right, by delivering a written notice to the Corporation, to require the Corporation to register, directly or indirectly, and 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 (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that a Demand Notice may only be made prior to the Initiating Holders may expiration of the Coordination Committee if previously approved in writing by the Coordination Committee; provided, further that, 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 180 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 270 days). 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. (ii) No Demand Registration shall be deemed to have occurred for purposes of all this Section 3 if the Registration Statement relating thereto (x) does not become effective, (y) is not maintained effective for the period required pursuant to this Section 3, or part (z) the offering of their the Registrable Securities. 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. (iii) Within ten (10) 10 days after receipt by the Corporation of any such requesta Demand Notice in accordance with this Section 3(a), the Company will Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it shall, subject to participate in such registration. The Company will the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which it has the Corporation received written requests for inclusion therein within fifteen (15) 15 days after receipt such Notice is given by the Corporation to such holders. (iv) 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. (v) The Corporation shall be required to maintain the effectiveness of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows Registration Statement with respect to any Demand Registration for a period of at least 180 days after the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of effective date thereof or such shorter period during which all Registrable Securities will be entitled to request one Demand included in such Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not Statement have actually been filedsold; provided, however, that the maximum amount such period shall be extended for a period of liquidated damages payable time equal to the Holders hereunder shall be $100,000period the holders of Registrable Securities are required to refrain from selling any securities included in such Registration Statement at the request of the Corporation or an underwriter of the Corporation pursuant to the provisions of this Agreement.

Requests for Registration. At Subject to Sections 1(b) through (g), (i) at any time after one hundred twenty (120) days and from time to time, the date holders of this Agreement a majority of the Initiating Holders Investor Registrable Securities may request registration registration, whether underwritten or not, under the Securities Act of all or part any portion of their respective Investor Registrable SecuritiesSecurities (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”) and (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 any applicable “short form” pursuant to Rule 415 under the Securities Act (together with any shelf registration contemplated by clause (i)(C) above, “415 Registrations”), if available. All registrations requested as described in this Section 1 are referred to herein as “Demand Registrations.” Each such request for a Demand Registration (a “Demand Notice”) will specify the approximate number of Registrable Securities requested to be 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 Demand Registration will be underwritten. Each request for a Demand Registration and, subject to the provisions of Section 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 ten (10) 10 days after receipt of any such requestDemand Notice, the Company will give written notice of such requested request for registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company Section 1(e), will include in such registration all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's ’s notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At Subject to the terms and conditions of this Agreement, at any time after following the date that is one hundred twenty (120) eighty days from after the date of this Agreement the Initiating Holders Effective Time, each Sponsor may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), and each Sponsor 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, 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 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). The Partnership, in its sole discretion, will determine whether an Automatic Shelf Registration Statement is appropriate. Within ten (10) days after receipt the filing of any such requestthe registration statement relating to the Demand Registration, the Company will Partnership shall give written notice of such requested registration the Demand Registration to all other Holders and, subject to the terms of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Partnership has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's Partnership’s notice. The Company Each Holder agrees that such Holder shall cause its management to cooperate fully and to use its best efforts to support treat as confidential the registration receipt of the Registrable Securities notice of Demand Registration and shall not disclose or use the sale information contained in such notice of Demand Registration without the prior written consent of the Registrable Securities pursuant Partnership until such time as the information contained therein is or becomes available to such registration the public generally, other than as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations a result of disclosure by the Holder in respect breach of the Company at road shows with respect to the offering terms of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand RegistrationsAgreement." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement and any contractual lock-up agreements entered into between Holders and the Initiating Company and/or any third-party, including the Shareholders’ Agreement (each a “Lock-up Agreement”), (i) commencing three months after the pricing of the IPO (the “Pricing Date”) (or, if earlier, such date, if any, on which the underwriters for the IPO, pursuant to the lock-up agreements between the Holders and the underwriters for the IPO, consent to the making of a demand for, or the exercise of any right with respect to, the 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 part any portion of their Registrable Securities. Within ten Securities on Form F-1 or any similar long-form registration (10) days “Long-Form Registrations”), provided that, with respect to such requests provided by Holders during the period commencing three months after receipt of any such requestthe Pricing Date until six months after the Pricing Date, the Company will give written notice 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) commencing eleven months after the Pricing Date, Holders representing individually or in the aggregate 5% of such requested registration to all other Holders of the Registrable Securities and outstanding may request registration under the Securities Act of all or any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all portion of their Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen on any Long-Form Registrations or on Form F-3 or any similar short-form registration (15“Short-Form Registrations”) days after receipt of if available; provided that the Company's notice. The Company shall cause its management not be obligated to cooperate fully and file registration statements relating to use its best efforts to support any Long-Form Registrations or Short-Form Registrations under this Section 2(a) unless the registration anticipated aggregate gross proceeds of the Registrable Securities and to be sold in such offering is reasonably expected to exceed $75 million or the sale requested Ordinary Shares constitute all of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Holders’ Registrable Securities. All registrations requested under pursuant to this Section 5.2(a2(a) are referred to herein as "“Demand Registrations." ” The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as making a Demand Registration until it has become effectivemay request that the registration be made pursuant to Rule 415 under the Securities Act (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 under the Securities Act) (an “Automatic Shelf Registration Statement”). Should Except during the pendency of a Suspension Period invoked in compliance with Section 2(e), promptly upon delivery of a request for a Demand Registration (but in no event more than five Business Days thereafter), the Company shall give written notice of the Demand Registration not be filed by to all other Holders and, subject to the terms of Section 2(d), the MTN Shareholder Arrangements (as defined below) and any Lock-up Agreement, shall include in such Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within sixty five Business Days after the 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 (60and, in any event within (i) 90 days of after the date of delivery of a written request for Long-Form Registrations or (ii) 30 days after the Company's 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 that made such Demand Registration). Notwithstanding the foregoing, other than delivery to each Holder of the written notice to the Holders of Registrable Securitiesin accordance with this Section 2(a), then the Company shall pay not be required to all 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 Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. At any time and from time to time after one hundred twenty (120) days from the date hereof, holders of this Agreement Registrable Securities may, to the Initiating Holders may extent permitted in accordance with Section 1(b) and Section 1(c) hereof, request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities (i) on Form S-1 or any similar long-form registration (“Long-Form Registrations”) and/or (ii) on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form Registrations”). Within ten (10All registrations requested pursuant to this Section 1(a) days after receipt are referred to herein as “Demand Registrations”. Each request for a Demand Registration shall specify the approximate number of any such request, the Registrable Securities requested to be registered. The Company will shall give prompt written notice of such requested registration to all other Holders holders of Registrable Securities and any other stockholder having (which notice shall be given at least 20 days prior to the date the applicable registration rights which entitle it statement is to participate in such registration. The Company will be filed) and, subject to the remainder 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 Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's ’s notice. The 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 to participate in such 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 cause its management to cooperate fully and to use its best efforts to support delay the notice of a Demand Registration requested in accordance with this Section 1 until the day after the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows statement with respect to such Demand Registration is filed, in which case, subject to the offering remainder of Registrable Securities. All registrations requested under this Section 5.2(a1, 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) are referred 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 that in no event shall such Demand Registration be closed unless such notice has been provided at least 20 days prior to the closing thereof. Notwithstanding anything herein as "Demand Registrations." The Holders to the contrary, unless otherwise consented to by the holders of Registrable Securities will be entitled initially requesting such registration, no other holder to request one whom such notice is provided may include in such Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should greater percentage of such holder’s Registrable Securities than the Demand Registration not be filed percentage of Registrable Securities included by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000holders requesting such registration.

Requests for Registration. At any time after one hundred twenty (120) days from the date of this Agreement Effective Date, the Initiating Holders Investor may request (i) registration under the Securities Act of all or part of their Registrable Securities. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration portion of the Registrable Securities on Form S-3 or any similar short-form registration (a “Short-Form Registration”), if available, and (ii) registration under the sale Securities Act of all or any portion of the Registrable Securities pursuant to held by such Requesting Holder on Form S-1 or similar long-form registration as promptly as (a “Long-Form Registration”) if Short-Form Registration is practicable. Such cooperation shall includenot available (any registration under this Section 3(b), but not be limited toa “Demand Registration”); provided, management's attendance and reasonable presentations in respect of that the Company at road shows shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include either (x) securities with respect a total offering price (including piggyback shares and before deduction of underwriting discounts) reasonably expected to exceed, in the offering of aggregate, $50 million or (y) 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 registrations requested under this Section 5.2(a) are referred to herein as "requests for Demand Registrations." The Holders of Registrable Securities will Registrations shall be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed made by the Company within sixty (60) days of the date of the Company's giving written notice to the Holders Company (the “Demand Registration Notice”). Each Demand Registration Notice shall specify (i) whether such Demand Registration shall be an underwritten offering, (ii) the approximate number of Registrable Securities, then the Company shall pay Securities proposed to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that be sold in the Demand Registration has not been filed; providedand (iii) the expected price range (net of underwriting discounts and commissions) of such Demand Registration. The Investor shall have the right to select the investment banker(s) and manager(s) to administer the offering (which shall consist of one or more reputable nationally recognized investment banks), however, that the maximum amount of liquidated damages payable subject to the Holders hereunder approval of the Company, which shall not be $100,000unreasonably withheld, conditioned or delayed.

Requests for Registration. At Subject to the terms and conditions of this Agreement, at any time from and after one hundred twenty (120) 180 days from following the date of this Agreement the Initiating Holders IPO, each Controlling Holder may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration (“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 less, such Registrable Securities represent all Registrable Securities then held by the Controlling Holder requesting such registration). Within All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holder making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Corporation is a WKSI at the time any request for a Demand Registration is submitted to the Corporation, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, upon receipt of the request for the Demand Registration, the Corporation shall as promptly as reasonably practicable (but in no event later than ten (10) days after receipt of any such request, the Company will request for the Demand Registration) give written notice of such requested registration the Demand Registration to all other Holders of who hold Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company will the terms of Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Corporation has received written requests for inclusion therein within fifteen (15i) 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 the Company's Corporation’s notice. The Company Each Holder agrees that such Holder shall cause its management to cooperate fully and to use its best efforts to support treat as confidential the registration receipt of the Registrable Securities notice of Demand Registration and shall not disclose or use the sale information contained in such notice of Demand Registration without the prior written consent of the Registrable Securities pursuant Corporation or until such time as the information contained therein is or becomes available to such registration the public generally, other than as promptly as is practicablea result of disclosure by the Holder in breach of the terms of this Agreement. Such cooperation Notwithstanding the foregoing, the Corporation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect required to the offering of Registrable Securities. All registrations requested take any action that would otherwise be required under this Section 5.2(a2 if such action would violate Section 4(a) are referred to herein as "Demand Registrationshereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty and from time to time, subject to Section 3 and on the 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, by delivering written notice to the Company, registration (120a “Demand Request”) days from the date of this Agreement the Initiating Holders may request registration under the Securities Act of all or part any portion of their Registrable Securities. Within ten Securities on Form S-1 or any similar long-form registration statement (10) days after receipt of “Long-Form Registrations”), or on Form S-3 or any similar short-form registration statement (“Short-Form Registrations”), if available (any such requestrequested registration, the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "a “Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filedRegistration”); provided, however, that that, on the maximum amount of liquidated damages payable terms and subject to the other conditions herein, (i) each of the Holders hereunder 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 $100,00025,000,000 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 Act (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) that such Shelf Registration be a Short-Form Registration in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Each Demand 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 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 the permitted Long-Form Registrations (A) until it has become effective and (B) unless the Holders of a majority of the LCP Registrable Securities, in the case of a Demand Request initiated by such Holders, or the Holders of a majority of the GIC Registrable Securities, in the case of a Demand Request initiated by such Holders, is able to register and sell at least 90% of the LCP Registrable Securities or GIC Registrable Securities, as applicable, requested to be included in such registration.

Requests for Registration. At Subject to the provisions of this Article II, any Holder or group of Holders may at any time after one hundred twenty make a written request (120a “Demand Request”) days from the date of this Agreement the Initiating Holders may request for registration under the Securities Act of all or part of their Registrable SecuritiesSecurities (a “Demand Registration”). Within ten (10) days after receipt of any such request, Such Demand Requests shall specify the Company will give written notice of such requested registration to all other Holders amount of Registrable Securities to be registered and any other stockholder the intended method or methods of disposition. ▇▇▇▇ 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 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 therein 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 advise ▇▇▇▇ 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 ▇▇▇▇ and the Holders), then ▇▇▇▇ 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 registration rights which entitle it the adverse effect referred to participate above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration. The Company will include in such registration all , the number of Registrable Securities with respect 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, shares of ▇▇▇▇ Common Stock proposed to which it has received written requests be registered for inclusion therein within fifteen (15) days after receipt offer and sale by ▇▇▇▇; and third, shares of the Company's notice▇▇▇▇ Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of ▇▇▇▇ other than any Holder. The Company ▇▇▇▇ shall cause its management to cooperate fully and to use its reasonable best efforts to support cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the registration 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 and covered thereby are disposed of in accordance with the sale method or methods of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrationsdisposition stated therein." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty If and only if (120i) days from the date 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 of this Agreement Agreement, (ii) the Initiating Holders may request registration under the Securities Act of all or part of their Registrable Securities. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration holders of the Registrable Securities and the sale of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to such registration 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 promptly as the case may be, is practicable. Such cooperation shall includedeclared effective, but not be limited toor, management's attendance and reasonable presentations in respect the case of clause (ii) above, during the Company 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at road shows with respect to any time, the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will be entitled have the right to request one Demand Registration hereunder. A registration will not count as deliver a Demand Registration until it has become effective. Should the Demand Registration not be filed by Notice to require the Company within sixty to register, in accordance with Section 4(b) (60) days a “Demand Registration”), under and in accordance with the provisions of the date Securities Act the number of Registrable Securities requested to be so registered (but not less than 5% of the Company's written notice to the Holders total number of Registrable Securities, Securities then the Company outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filedexceed one; provided, however, that in determining the maximum amount number of liquidated damages payable 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 have advised 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, (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 the case of this clause (2) 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 the Holders hereunder shall Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be $100,000sold pursuant to the Demand Registration.

Requests for Registration. At any time and from time to time the Company shall, upon the request of the ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 hundred twenty of the permitted Demand Registrations) and (120ii) days from each of the date ▇▇▇▇▇▇▇ Stockholders (treated as one stockholder) and the HCI Stockholders (treated as one stockholder) or any of this Agreement the Initiating Holders their Permitted Transferees may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on a Short-Form Registration. Within ten All registrations requested 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. Except as set forth in Section 2.1(c) below, within five (105) days after receipt of any such written request, the Company will shall give written notice of such requested registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will shall include in such registration all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen ten (1510) days after the holders’ receipt of the Company's ’s notice. The Company shall cause its management All such Stockholders electing to cooperate fully and to use its best efforts to support the registration of the be included in an underwritten Demand Registration must sell their Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this underwriters selected as provided in Section 5.2(a2.1(g) are referred on the same terms and conditions as apply to herein as "Demand Registrationsany other selling stockholders." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty Subject to Section 3.3, and further subject to the availability of a registration statement on Form S-3 (120“Form S-3”) days to the Company, the Company shall, upon the written request from the date Stockholder, agree to register some or all of this Agreement the Initiating Holders may request Stockholder’s Registrable Securities, file with the Commission a 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 relating to the offer and sale of all or part of their the Registrable SecuritiesSecurities by the Stockholder and, thereafter, shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof. Within ten (10) days after receipt of any such request, the Company will shall give written notice of such requested registration Registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will shall include in such registration Registration all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's ’s notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount no holder of liquidated damages payable to the Holders hereunder Registrable Securities shall be $100,000entitled to have the Registrable Securities held by it covered by such registration statement unless such holder has made a written request, which request specifies the approximate number of Registrable Securities requested to be registered. The Registration requested pursuant to this Section 3.1 is referred to herein as a “Resale Registration”. Each holder of Registrable Securities shall be entitled to an unlimited number of Resale Registrations so long as it is an affiliate (as such term is used in the Securities Act) of the Company; provided, that the Company shall not be required to effect more than two Resale Registrations within any twelve-month period; provided, further, that the Company agrees to deregister any Registrable Securities included in a Resale Registration if so requested by any holder of such Registrable Securities.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date provisions of this Agreement Article VI, the Initiating Holders may holders of a majority of THL Securities that constitute Registrable Securities shall have the right from and following the earlier of (i) the third anniversary of the Closing Date or (ii) 180 days following the consummation of the first Public Offering (the "THL Demand Right") to request registration under the Securities Act of all or part any portion of their the Registrable SecuritiesSecurities held by the THL Holders and the THL Limited Partners (the "Requesting THL Holders") by delivering a written notice to the principal business office of the Company, which notice identifies the Requesting Holders and specifies the number of Registrable Securities to be included in such registration (the "Registration Request"). Within ten Subject to the provisions of this Article VI, from and following the initial exercise by the Requesting THL Holders of a THL Demand Right, RGHI shall have the right (10the "RGHI Demand Right") days after receipt to request registration under the Securities Act of all or any such requestportion of the Registrable Securities held by RGHI by delivering a Registration Request to the principal business office of the Company. Subject to the restrictions set forth in Section 6.1(d), the Company will give prompt written notice of such requested registration any Registration Request (the "Registration Notice") to all other Holders holders of Registrable Securities and will thereupon use its commercially reasonable efforts to effect the registration (a "Demand Registration") under the Securities Act on any form available to the Company of: (i) the Registrable Securities requested to be registered by the Requesting THL Holders or RGHI, as applicable; and (ii) all other stockholder having registration rights Registrable Securities of the same type and class which entitle it the Company has received a written request to participate in such registration. The register within 30 days after the Registration Notice is given and any securities of the Company will include proposed to be included in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000its own account.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement Agreement, if the Initiating Holders Resale Shelf Registration Statement is not available, each of (i) the Conversant Investors, and (ii) the Silk Investors may request registration under the Securities Act of all or part any portion of their Registrable Securities. Within ten Securities on Form S-3 (10including a shelf registration pursuant to Rule 415) days after receipt of 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 the Company (a “Short-Form Registration”) or, if Form S-3 is not available, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) in accordance with Section 2(c) and Section 2(b) below (any such request, request pursuant to this Section 2(a) is referred to herein as a “Demand Registration Request,” and the Company will give written notice of such registration so requested registration is referred to all other Holders of Registrable Securities herein as a “Demand Registration” (and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests any Demand Registration, the Investor Party making such demand for inclusion therein within fifteen (15) days after receipt of registration being referred to as the Company's notice“Registration Initiating Investor Party”)). The Company shall cause its management effect any such Demand Registration as soon as reasonably practicable after delivery of such Demand Registration Request and, in any event, the Company shall be required to cooperate fully make the initial filing of the Registration Statement within 60 days following receipt of the Registration Initiating Investor Party’s Demand Registration Request in the case of a Short-From Registration or within 90 days following receipt of the Registration Initiating Investor Party’s Demand Registration Request in the case of a Long-Form Registration. Any Demand Registration Request shall specify the approximate number of Registrable Securities requested to be registered by the Registration Initiating Investor Party and to the intended method of distribution. Following receipt of a Demand Registration Request in accordance with this Section 2(a), the Company shall use its reasonable best efforts to support cause such Registration Statement to become effective under the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration Act as promptly as practicable after the filing thereof (if such Registration Statement is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrationsan Automatic Shelf Registration Statement)." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty Subject to the limits set forth herein, the Contributors shall have the right by delivering a written notice to Copano (120a “Demand Notice”) days from to require Copano to register, pursuant to the date terms of this Agreement under and in accordance with the Initiating Holders may request registration provisions of the Securities Act, the 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 all or part a majority of their the outstanding Registrable Securities. Within ten No Demand Registration shall be deemed to have occurred for purposes of this Section 2.01 if the Shelf Registration Statement relating thereto (10i) days after receipt of any such requestdoes not become effective, (ii) is not maintained effective for the Company will give written notice of such requested registration period required pursuant to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen this Section 2.01(a) or (15iii) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale offering of the Registrable Securities pursuant to such registration as promptly as Shelf Registration Statement is practicable. Such cooperation shall includesubject to a stop order, but not be limited to, management's attendance and reasonable presentations in respect injunction or similar order or requirement of the Company at road shows 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 methods of disposition thereof. Copano shall be required to maintain the effectiveness of the Shelf Registration Statement with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a any Demand Registration until it has become effective. Should the Demand all Registrable Securities included in such Shelf Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Statement have actually been sold or there are no longer any Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000Securities outstanding.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement Agreement, each of the Initiating Holders 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 part 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 statement (“Short-Form Registrations”) if available, 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 Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (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 under the Securities Act) (an “Automatic Shelf Registration Statement”). 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 ten (10) days after receipt of any such request, the Company will shall give written notice of such requested registration the Demand Registration to all other Holders holders of Registrable Securities and any other stockholder having securities of the Company subject to registration rights which entitle it and, subject to participate in such registration. The Company will the terms of Section 2(e), shall include in such registration Demand Registration (and in all Registrable Securities related registrations and qualifications under state blue sky laws and in any related underwriting) all securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) ten days after the receipt of the Company's ’s notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration Each holder of the Registrable Securities agrees that such holder shall treat as confidential the receipt of any notice of Demand Registration and shall not disclose or use the sale information contained in such notice of Demand Registration without the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect prior written consent of the Company at road shows with respect until such time as the information contained therein is or becomes available to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count public generally, other than as a Demand Registration until it has become effective. Should the Demand Registration not be filed result of disclosure by the Company within sixty (60) days such holder in breach of the date terms of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000this Agreement.

Requests for Registration. At any time after one hundred twenty following the first year anniversary of the closing of the transaction, any Investor (120or permitted transferees) days from the date of this Agreement the Initiating Holders may request in writing that the Company effect the registration under the Securities Act of all or any part of their the Registrable SecuritiesShares (as defined below) held by that Investor (a “Registration Request”). Within ten (10) Promptly after its receipt of any Registration Request but no later than 10 days after receipt of any such requestRegistration Request, the Company will give written notice of such requested registration request to all other Holders of Registrable Securities Investors (and any other stockholder having registration rights which entitle it to participate known transferees). Within 10 days after receipt of such notice by any Investor, such Investor may request in writing that its Registrable Shares be included in such registrationregistration and the Company shall include in the Registration Request the Registrable Shares of any such Investor to be so included. The Company will include use its reasonable best efforts to register, in such registration accordance with the provisions of this Agreement, all Registrable Securities with respect Shares that have been requested to which it has received written requests for inclusion therein within fifteen (15) days after receipt 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 Company's noticeRegistration Request is at least $5 million. The Company shall cause its management will pay all Registration Expenses incurred in connection with any registration pursuant to cooperate fully and this Section. Any registration requested by the Investors pursuant to use its best efforts this Section is referred to support in this Agreement as a “Demand Registration.” For purposes of this Agreement, “Registrable Shares” means all Common Stock issued or issuable pursuant to the registration conversion of the Registrable Securities Shares and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows any equity securities issued or issuable directly or indirectly with respect to the offering Common Stock issued or issuable pursuant to the conversion of the Shares by way of 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 Securities. All registrations requested 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 this Section 5.2(athe Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) are referred they have been sold to herein as "Demand Registrations." The Holders of Registrable the public pursuant to Rule 144 or Rule 145 or other exemption from registration under the Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed Act, (iii) they have been acquired by the Company within sixty or (60iv) days 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 date of Securities Act as specified in a legal opinion to such effect rendered by counsel to the Company at its sole expense and acceptable to the affected holders and the Company's written notice ’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 Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000Securities Act.

Requests for Registration. At Subject to the terms and conditions of this Agreement, at any time after one hundred twenty (120) days from six months following the date on which the Company has completed a public offering of this Agreement its capital stock other than a registration of stock options, stock purchase or similar plans or a transaction pursuant to SEC Rule 145 under the Initiating Holders 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 (“Long-Form Registrations”), and the holders of a majority of the Investor Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form Registrations”) if available. All registrations requested 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, the anticipated per share price range for such offering and the intended method of distribution. Within ten (10) days after receipt of any such request, 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 will shall give written notice of such requested registration to all other Holders 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 any other stockholder having registration rights which entitle it to participate in such registration. The Company will 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 Investor Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's ’s notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect subject to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrationslimitations set forth herein." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement the Initiating Holders Agreement, each Controlling Holder may request registration under the Securities Act of all or part any portion of their Registrable Securities. Within ten Securities on Form S-1 or any similar long-form registration (10) days after receipt “Long-Form Registrations”), and each Controlling Holder may request registration under the Securities Act of all or any such request, the Company will give written notice portion of such requested registration to all other Holders of their Registrable Securities and on Form S-3 or any other stockholder having similar short-form registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15“Short-Form Registrations”) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securitiesif available. All registrations requested under pursuant to this Section 5.2(a2(a) are referred to herein as "“Demand Registrations." ” The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as Controlling Holder making a Demand Registration until it has become effectivemay request that the registration be made pursuant to Rule 415 under the Securities Act (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 under the Securities Act) (an “Automatic Shelf Registration Statement”). Should Except to the extent that Section 2(c) applies, promptly upon receipt of a request for a Demand Registration (but in no event more than five Business Days thereafter (or such shorter period as may be reasonably requested in connection with a Shelf Offering )), the Company shall give written notice of the Demand Registration not be filed by to all other Holders and, subject to the terms of Section 2(d), shall include in such Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within sixty (60) days five Business Days after the date the Company’s notice was delivered. Notwithstanding the foregoing, other than delivery to each Holder of the date of the Company's written notice to the Holders of Registrable Securitiesin accordance with this Section 2(a), then the Company shall pay not be required to all 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 Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. (i) At any time after one hundred twenty (120) days and from time to time, the date of this Agreement the Initiating Holders Sponsor Investors may request registration under the Securities Act of all or part any portion of their Registrable Securities. Within ten Securities on Form S-1 or any similar long-form registration statement (10“Long-Form Registrations”) days after receipt of or on Form S-3 or any similar short-form registration statement (“Short-Form Registrations”), if available (any such requestrequested registration, a “Demand Registration”). The Sponsor Investors may request that any Demand Registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and (if the Company is a WKSI at the time any such request is submitted to the Company or will give written notice become one by the time of the filing of such requested Shelf Registration) that such Shelf Registration be an automatic shelf registration to all other Holders statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Each request for a Demand Registration must specify the approximate number or dollar value of Registrable Securities requested to be registered by the requesting Holders and any other stockholder having registration rights which entitle it (if known) the intended method of distribution. The Sponsor Investors will be entitled to participate in such registrationrequest an unlimited number of Demand Registrations. The Company will include in pay all Expenses (as defined below), whether or not any such registration all Registrable Securities with respect is consummated. (ii) At any time and from time to which it has received written requests for inclusion therein within fifteen time, the Blackrock Investors may request one (151) days after receipt Long-Form Registration or Short-Form Registration. The Blackrock Investors may request that the Demand Registration be a Shelf Registration and (if the Company is a WKSI at the time any such request is submitted to the Company or will become one by the time of the Company's noticefiling of such Shelf Registration) that such Shelf Registration be an automatic shelf registration statement. The Company shall cause its management to cooperate fully and to use its best efforts to support Any request for a Demand Registration must specify the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders approximate number or dollar value of Registrable Securities requested to be registered by the requesting Holders and (if known) the intended method of distribution. The Blackrock Investors will be entitled to request one (1) Demand Registration; provided that (a) if the Blackrock Investors request a Shelf Registration hereunder. A registration will and the Blackrock Investors are unable to sell all of the Registrable Securities included therein, such request shall not count as a Demand Registration until it has become effective. Should for the purposes of this Section 1(ii), and (b) if the Blackrock Investors request a Demand Registration other than a Shelf Registration and the Blackrock Investors are unable to sell at least 50% of the Registrable Securities included therein, such request shall not count as a Demand Registration for the purposes of this Section 1(ii). For the avoidance of doubt, the participation by the Blackrock Investors in any Demand Registration initiated by any holder of Registrable Securities other than a Blackrock Investor shall not count as a Demand Registration by the Blackrock Investors. The Company will pay all Expenses (as defined below) in connection with any Demand Registration permitted by this Section 1(ii), whether or not any such registration is consummated. (iii) Following the date on which the Company becomes eligible to register securities for resale pursuant to a Short-Form Registration, the holders of Registrable Securities issued upon conversion of the Class P Units of the Company’s limited liability company predecessor (the “Crossover Registrable Securities”) shall be filed entitled to request the filing and effectiveness of a Shelf Registration Statement (as defined herein) covering the resale of the Crossover Registrable Securities held by such holders (the “Crossover Shelf Registration”). Any holder of Crossover Registrable Securities may make such request, or such registration may be initiated by the Company within sixty (60) days on behalf of the date holders of the Company's written notice to the Holders of Crossover Registrable Securities, then the . The Company shall pay not be required to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS effect more than one ($2331) per day for each day beyond the sixty (60) day period that the Demand Crossover Shelf Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable and any holder declining to the Holders hereunder participate in such initial Crossover Shelf Registration shall be $100,000have no further rights to initiate any registration pursuant to this Section 1(a)(iii).

Requests for Registration. At Subject to the terms and conditions of this Agreement, at any time after the Closing under the Merger Agreement, (i) the holders of at least a majority of the Investor Registrable Securities, on the one hundred twenty hand, or (120ii) days from the date holders of this Agreement at least a majority of the Initiating Holders may Sponsor Registrable Securities, on the other hand, may, in each case, request registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), or on Form S-3 or any similar short-form registration (“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 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 Act (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 under the Securities Act) (an “Automatic Shelf Registration Statement”). 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 ten (10) days after receipt of any such request, the Company will shall give written notice of such requested registration the Demand Registration to all other Holders and, subject to the terms of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) ten days after the Company issues such notice. Each Holder agrees that such Holder shall treat as confidential the receipt of the Company's notice. The Company notice of Demand Registration and shall cause its management to cooperate fully and to not disclose or use its best efforts to support the registration information contained in such notice of Demand Registration without the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect prior written consent of the Company at road shows with respect until such time as the information contained therein is or becomes available to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count public generally, other than as a Demand Registration until it has become effective. Should the Demand Registration not be filed result of disclosure by the Company within sixty (60) days Holder in breach of the date terms of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000this Agreement.

Requests for Registration. At Subject to the terms and conditions of this Agreement, at any time from and after one hundred twenty (120) 180 days from following the date of this Agreement the Initiating Holders IPO, each Controlling Holder may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration (“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 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. Within ten All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holder making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (10a “Shelf Registration”) days and, if the Corporation is a WKSI at the time any request for a Demand Registration is submitted to the Corporation, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, upon receipt of the request for the Demand Registration, the Corporation shall as promptly as reasonably practicable (but in no event later than two Business Days after receipt of any such request, the Company will request for the Demand Registration) give written notice of such requested registration the Demand Registration to all other Holders and, subject to the terms of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Corporation has received written requests for inclusion therein within fifteen (15) days ten Business Days after the receipt of the Company's Corporation’s notice. The Company ; provided that the Corporation shall cause its management provide notice of the Demand Registration to cooperate fully and all other Holders prior to use its best efforts to support the filing of the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows statement with respect to the offering Demand Registration. Each Holder agrees that such Holder shall treat as confidential the receipt of Registrable Securitiesthe 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 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 in breach of the terms of this Agreement. All registrations requested Notwithstanding the foregoing, the Corporation shall not be required to take any action that would otherwise be required under this Section 5.2(a2 if such action would violate Section 4(a) are referred to herein as "Demand Registrationshereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At Subject to paragraph 1(b) below, (i) the holders of at least 50% of the Preferred Registrable Securities may request, at any time after one hundred twenty following the Closing Date, registration under the Securities Act of 1933, as amended (120) days from the date "Securities Act"), of this Agreement the Initiating Holders all or part of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations"), and each holder of Preferred Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations") if available, (ii) the holders of at least 50% of the Note Registrable Securities may request, at any time from and after 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) the holders of at least 50% of the Warrant Registrable Securities (other than the holders of Series E Warrants who shall have no Demand Registration rights hereunder) may request, at any time following the 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 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 anticipated per share price range for such offering. Holders of all 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 ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under pursuant to this Section 5.2(aparagraph 1(a) are referred to herein as "Demand Registrations"." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At Subject to the limits set forth below, at any time after one hundred twenty the completion of the IPO, each of HPI (120or its designated Permitted Transferee) days from and Sub (or its designated Permitted Transferee) shall have the date right by delivering a written notice to HII (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 Initiating Holders may request registration under provisions of the Securities Act Act, the number of all or part Registrable Securities requested to be so registered pursuant to the terms of their Registrable Securitiesthis Agreement (a “Demand Registration”). Within ten (10) days after receipt by HII of any such requesta Demand Notice, the Company will HII shall give written notice (the “Notice”) of such requested registration Demand Notice to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it shall, subject to participate in such registration. The Company will the provisions of subsection (b), include in such registration all Registrable Securities with respect to which it has HII received written requests for inclusion therein within fifteen ten (1510) 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 the Company's notice. The Company a Demand Notice for a Demand Registration, HII shall cause its management to cooperate fully and to use its reasonable best efforts to support 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 any of its securities, HPI or Sub shall be entitled to request that any Demand Registration for which such Stockholder is delivering a Demand Notice be a “shelf” registration pursuant to Rule 415 under the Registrable 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) month period from the sale effective date of any Registration Statement filed pursuant to a prior Demand Notice. 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 registration as promptly as Demand Registration is practicable. Such cooperation shall includesubject to a stop order, but not be limited to, management's attendance and reasonable presentations in respect injunction or similar order or requirement of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(aCommission during such period, or (iv) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration does not be filed by become effective because the Company within sixty Demanding Stockholder withdraws its Demand Notice because a material adverse change has occurred, or is reasonably likely to occur, in the condition (60) days 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 Company's written notice delivery of the Demand Notice. All requests made pursuant to this Section 2 will specify the Holders amount of Registrable Securities, then Securities to be registered and the Company intended methods of disposition thereof. HII shall pay be required to all maintain the Holders effectiveness of Registrable Securities, on the Registration Statement (except in the case of a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233requested “shelf” registration) per day for each day beyond the sixty (60) day period that the with respect to any Demand Registration has not 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 filedsold; provided, however, that the maximum amount such period shall be extended for a period of liquidated damages payable time equal to the Holders hereunder period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of (x) an underwriter or (y) HII pursuant to the provisions of this Agreement. HII shall be $100,000required 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. At any time after one hundred twenty Subject to the terms and conditions of this Section 2, beginning on the date that is nine (1209) days months from the date of this Agreement and from time to time thereafter, the Initiating Holders 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 part any portion of their Registrable SecuritiesSecurities 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 (“Long-Form Registrations”); provided that, after 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 the date hereof pursuant to a Demand Registration (as defined below). All registrations requested 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 number of Registrable Securities requested to be registered and (ii) the anticipated method or methods of distribution. Within ten three (103) business days after receipt of any such requestDemand Request, the Company will 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 Shareholders (a “Company Notice”) and, subject to the terms of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will 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 Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen ten (1510) days after the receipt of the Company's noticeCompany Notice. The Company Warburg Majority Holders shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one three (3) Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should Registrations (whether Long-Form Registrations or Short-Form Registrations) and Marketed Underwritten Shelf Offerings in the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filedaggregate; provided, however, that the maximum amount 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 liquidated damages payable 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 hereunder 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 $100,000required 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 (A) are able to register and sell at least 75% of the Warburg Registrable Securities requested to be included in such registration; or (B) register and sell at least 50% of the Warburg Registrable Securities then outstanding in such registration.

Requests for Registration. At any time after one hundred twenty (120) days from four years after the date of this Agreement Agreement, the Initiating Holders Purchaser may request registration demand that the Company register all or part of the Registrable Securities (as defined below) under the Securities Act of all (a “Demand Registration”) on Forms S-1 or part of their Registrable SecuritiesS-3 (or similar forms then in effect) (each, a “Registration Statement”) promulgated by the SEC under the Securities Act. Within ten (10) days after receipt of any such requesta demand, the Company will give written notice of such requested registration to shall notify in writing all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it of the demand. Any holder who wants to participate include his, her, or its Registrable Securities in such registrationthe Demand Registration must notify the Company within ten business days of receiving the notice of the Demand Registration. The Except as provided in this Section 5, the Company will shall include in such registration all Demand Registrations all Registrable Securities with respect for which the Company receives timely written demands for inclusion. All demands made pursuant to this Section 5.1(a) must specify the number of Registrable Securities to be registered (which it has received written requests for inclusion therein within fifteen (15) days after receipt may not be less than one third of the Company's noticeRegistrable Securities) and the intended method of disposing of the Registrable Securities. The Company shall cause its management to cooperate fully prepare and to use its best efforts to support file with (or confidentially submit to) the registration SEC a Registration Statement covering all of the Registrable Securities and that the sale of the Registrable Securities holders thereof have requested to be included pursuant to such registration Demand Registration within 90 days after the date on which the initial request is given and will use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC as promptly soon as practicable thereafter, subject to compliance with review by the SEC. Once a Registration Statement is practicabledeclared effective by the SEC, the Company shall maintain its effectiveness for at least one hundred 120 days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn). Such cooperation The Company shall include, but not be limited toobligated to effect, management's attendance or to take any action to effect, a registration pursuant to any demand notice in accordance with this Section 5.1(a) after the Company has filed with the SEC three Registration Statements (counting for these purposes only registrations which have been declared or ordered effective). For purposes of this Agreement, the term “Registrable Securities” means (i) the Shares, and reasonable presentations in respect (ii) any Common Stock of the Company at road shows issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrationsto, or in exchange for or in replacement of, any Shares." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from the date hereof, (i) the holders of this Agreement a majority of the Initiating Holders MDCP Registrable Securities then outstanding may request 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 (each, a "Long-Form Registration"), (ii) the holders of a majority of the ▇▇▇▇▇▇▇▇ Registrable Securities then outstanding may request one Long- Form Registration, (iii) the holders of at least 10% of the Purchaser Registrable Securities then outstanding may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-3 or any similar short-form registration ("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 any registration under this paragraph 1(a) (any "Demand Registration") must equal at least $15 million in any Long- Form Registration, and at least $5 million in any Short-Form Registration; and provided further that the right of the holders of Meritage Registrable Securities under clause (iv) 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 (the "Demand Notice"). Each Demand Notice shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten (10) days after receipt of any such requestDemand Notice, the Company will shall give written notice of such requested registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company will the provisions of paragraph 1(d) below, shall include in such registration all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. 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 LLC shall be referred to herein as the "Company." At any time after one hundred twenty the organization of the Company, 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 (120a "Long-Form Registration"), or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (a "Short-Form Registration"), if available. In addition, no earlier than 180 days from after the date Company has completed its initial public offering, each of this Agreement (A) the Initiating Holders 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 SecuritiesSecurities in a Long-Form Registration or, if available, in a Short-Form 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 a Long-Form Registration or, if available, in a Short-Form Registration. All registrations requested 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 anticipated per share or per unit price range for such offering. Within ten (10) days after receipt of any such request, the Company will shall give written notice of such requested registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will shall include in such registration all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement the Initiating Agreement, Holders of Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or Form F-1 or any similar long-form registration (“Long-Form Registrations”), or, if then available, on Form S-3 or F-3 or any similar short-form registration (“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 majority of the Registrable Securities making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration” and such registration statement, 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 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Within ten (10) days Business Days after the receipt of any such requesta request relating to a Demand Registration, the Company will shall give written notice of such requested registration the Demand Registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company will the terms of Section 2.5, shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwritten offering) all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) days seven Business Days after the receipt of the Company's ’s notice. The Company shall cause its management to cooperate fully and to use its best efforts to support ; provided that, with the registration consent of the holders of at least a majority of the Registrable Securities and requesting the sale 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 Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows statement with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunderso long as such registration statement is not an Automatic Shelf Registration Statement. A registration will Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not count disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a Demand Registration until it has become effective. Should the Demand Registration not be filed result of disclosure by the Company within sixty (60) days Holder in breach of the date terms of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000this Agreement.

Requests for Registration. At any time and from time to time, the Sponsor Investors and/or, at any time after one two hundred twenty seventy (120270) days from after the date of this Agreement the Initiating Holders hereof, Astera, may request registration under the Securities Act of all or part any portion of their Registrable Securities. Within ten Securities on Form S-1 or any similar long-form registration statement (10“Long-Form Registrations”) days after receipt of or on Form S-3 or any similar short-form registration statement (“Short-Form Registrations”), if available (any such requestrequested registration, a “Demand Registration”). The Sponsor Investors or Astera, as applicable, may request that any Demand Registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and (if the Company is a WKSI at the time any such request is submitted to the Company or will give written notice become one by the time of the filing of such requested Shelf Registration) that such Shelf Registration be an automatic shelf registration to all other Holders statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Each request for a Demand Registration must specify the approximate number or dollar value of Registrable Securities requested to be registered by the requesting Holders and any other stockholder having registration rights which entitle it to participate in such registration(if known) the intended method of distribution. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities Sponsor Investors will be entitled to request an unlimited number of Demand Registrations and Astera will be entitled to request not more than two (2) Long-Form Registrations and an unlimited amount of Short-Form Registrations; provided that the anticipated aggregate offering value of the Registrable Securities requested to be registered in any (a) Long-Form Registration must equal at least $15,000,000 and (b) Short-Form Registration must equal at last $5,000,000. The Company will pay all Expenses (as defined below), whether or not any such registration is consummated, provided that the Company shall not be required to pay for any Expenses if a registration request made pursuant to this Section 1(a) is subsequently withdrawn at the request of the party submitting such request, unless such party agrees to forfeit its right to one Demand Registration hereunderregistration pursuant to this Section 1(a). A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration shall not be filed counted as “effected” for purposes of this Section 1(a) until such time as the applicable registration statement has been declared effective by the SEC, unless the applicable Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one Demand Right pursuant to this Section 1(a), in which case such withdrawn registration statement shall be counted as effected for purposes of this Section 1(a); provided, that if such withdrawal is during a period the Company within sixty (60) days of the date of the Company's written notice has deferred taking action pursuant to the Holders of Registrable SecuritiesSection 1(f), then the Company shall pay to all the Holders applicable Holder may withdraw their request for registration and such registration will not be counted as effected for purposes of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000this Section 1(a).

Requests for Registration. At any time after one hundred twenty (120i) days from Following the date expiration of the underwriter lock-up period applicable to the Initial Public Offering, the Requisite Holders 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 of this Agreement under and in accordance with the Initiating 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”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the Requisite Holders may request registration delivering such Demand Notice is reasonably expected to result in aggregate gross cash proceeds in excess of $100,000,000. Following receipt of a Demand Notice for a Demand Registration, the 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, 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. (ii) The Requisite Holders shall be entitled to unlimited Demand Registrations, any of all which may involve an underwritten offering. (iii) At any time when the Corporation is eligible to utilize Form S-3 or part a successor form to sell shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act, any Demand Registration may be for a “shelf” registration with respect to the resale of their Registrable SecuritiesSecurities (“Resale Shelf Registration”) by Shareholders electing to participate in the Resale Shelf Registration on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Shareholders in accordance with the methods of distribution elected by such Shareholders and set forth in the Resale Shelf Registration Statement. Within At the time the Resale Shelf Registration Statement is declared effective, each Shareholder that has delivered to the Corporation the information required by Section 6(b) on or prior to the date which is ten (10) business days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Shareholder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. (iv) Within 10 days after receipt by the Corporation of any such requesta Demand Notice, the Company will Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it shall, subject to participate in such registration. The Company will the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which it has the Corporation received written requests for inclusion therein within fifteen (15) 10 days after receipt such Notice is given by the Corporation to such holders. (v) 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. (A) Subject to Section 3(c), the Corporation shall be required to maintain the effectiveness of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows Registration Statement with respect to any Demand Registration (other than a Resale Shelf Registration Statement in connection with a Resale Shelf Registration) for a period of at least 180 days after the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of effective date thereof or such shorter period in which all Registrable Securities will be entitled to request one Demand included in such Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not Statement have actually been filedsold; provided, however, that the maximum amount such period shall be extended for a period of liquidated damages payable time equal to the Holders hereunder period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of an underwriter of the Corporation or the Corporation pursuant to the provisions of this Agreement. (B) Subject to Section 3(c), the Corporation shall be required to maintain the effectiveness of a Resale Shelf Registration Statement continuously effective for a period ending when all Registrable Securities covered by the Resale Shelf Registration Statement are no longer Registrable Securities. The Requisite Holders shall have the right to request that an underwritten offering be effected off the Resale Shelf Registration at any time; provided such underwritten offering is reasonably expected to result in aggregate gross cash proceeds in excess of $100,000100,000,000.

Requests for Registration. At any time after one hundred twenty (120) days and from time to time on or following the date hereof, any Stockholder may, subject to the provisions of this Agreement Agreement, request in writing that the Initiating Holders may request 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 in accordance with the provisions of the Securities Act Act, which notice shall specify (i) the then-current name and address of all such Initial Requesting Holder or part Initial Requesting Holders, (ii) the amount of their Registrable SecuritiesSecurities 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. Within ten (10) days after receipt of any such request, the The Company will shall give prompt written notice of such requested registration request to all other Holders Holders. Except as otherwise provided in this Agreement and subject to Section 2.08 in the case of Registrable Securities an underwritten offering, the Company shall prepare and any other stockholder having registration rights which entitle it use its best efforts to participate in file a Registration Statement with the Commission promptly after such registration. The Company will include in such registration request has been given with respect to (i) all Registrable Securities with respect to which it has received written requests included in the Initial Requesting Holder’s request and (ii) all Registrable Securities included in any request for inclusion therein delivered by any other Holder (together with the Initial Requesting Holder, the “Requesting Holders”) within fifteen (15) days after receipt delivery of the Company's notice’s notice of the Initial Requesting Holder’s registration request to such other Holders, in each case subject to Section 2.08 if such offering is an underwritten offering. The Thereafter, the Company shall cause its management to cooperate fully and to use its best efforts to support effect the registration under the Securities Act and applicable state securities laws of the such Registrable Securities and for disposition in accordance with the sale intended method or methods of the Registrable Securities pursuant to disposition stated in such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filedrequest; provided, however, that the maximum amount 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 such Registration Statement may be used for the offering and sale of liquidated damages payable the Registrable Securities requested to be registered. Subject to Section 2.09, the Holders hereunder shall be $100,000Company may include in such registration other securities of the Company for sale, for the Company’s account or for the account of any other Person.

Requests for Registration. At Subject to the terms and conditions of this Agreement, at any time after the Closing under the Merger Agreement, (i) the holders of at least a majority of the NESCO Registrable Securities, on the one hundred twenty hand, or (120ii) days from the date holders of this Agreement at least a majority of the Initiating Holders may Sponsor Registrable Securities, on the other hand, may, in each case, request registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), or on Form S-3 or any similar short-form registration (“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 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 Act (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 under the Securities Act) (an “Automatic Shelf Registration Statement”). 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 ten (10) days after receipt of any such request, the Company will shall give written notice of such requested registration the Demand Registration to all other Holders and, subject to the terms of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) ten days after the Company issues such notice. Each Holder agrees that such Holder shall treat as confidential the receipt of the Company's notice. The Company notice of Demand Registration and shall cause its management to cooperate fully and to not disclose or use its best efforts to support the registration information contained in such notice of Demand Registration without the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect prior written consent of the Company at road shows with respect until such time as the information contained therein is or becomes available to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count public generally, other than as a Demand Registration until it has become effective. Should the Demand Registration not be filed result of disclosure by the Company within sixty (60) days Holder in breach of the date terms of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000this Agreement.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the terms and conditions of this Agreement, commencing on the date that is one (1) year following the date hereof (or earlier if authorized by a decision of this Agreement the Initiating Holders Company’s board of directors (without any dissenting vote from any member of the Company’s board of directors)), each Controlling Holder may request registration under the Securities Act of all or part any portion of their Registrable Securities. Within ten Securities on Form S-1 or any similar long-form registration (10) days after receipt “Long-Form Registrations”), and each Controlling Holder may request registration under the Securities Act of all or any such request, the Company will give written notice portion of such requested registration to all other Holders of their Registrable Securities and on Form S-3 or any other stockholder having similar short-form registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include“Short-Form Registrations”), but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securitiesif available. All registrations requested under pursuant to this Section 5.2(a2(a) are referred to herein as "“Demand Registrations." ” The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as Controlling Holder making a Demand Registration until it has become effectivemay request that the registration be made pursuant to Rule 415 under the Securities Act (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 under the Securities Act) (an “Automatic Shelf Registration Statement”). Should Except to the extent that Section 2(c) applies, promptly upon receipt of a request for a Demand Registration (but in no event more than five (5) Business Days thereafter (or such shorter period as may be reasonably requested in connection with a Shelf Offering)), the Company shall give written notice of the Demand Registration not be filed by to all other Holders and, subject to the terms of Section 2(d), shall include in such Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within sixty five (605) days Business Days after the date the Company’s notice was delivered. Notwithstanding the foregoing, other than delivery to each Holder of the date of the Company's written notice to the Holders of Registrable Securitiesin accordance with this Section 2(a), then the Company shall pay not be required to all 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 Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. At any time after one hundred twenty (120) days from The holders of a majority of the date of this Agreement the Initiating Holders Triton Registrable Securities may request registration under the Securities Act of all or part of their its Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration (“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 pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Gores Short-Form Registrations” and, together with Triton Short-Form Registrations, “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 any Long-Form Registration must equal at least $25,000,000, and 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 registration is able to register and sell 85% of its Registrable Securities requested to be included in such registration. All registrations requested 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 anticipated per share price range for such offering. Within ten five (105) days after receipt of any such request, the Company will Corporation shall give written notice of such requested registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company Section 1(d), will include in such registration all Registrable Securities with respect to which it the Corporation has received written requests for inclusion therein from such Persons within fifteen twenty (1520) days after the receipt of the Company's Corporation’s notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement the Initiating Holders Agreement, each Controlling Holder may request registration under the Securities Act of all or part any portion of their Registrable Securities. Within ten Securities on Form S-1 or any similar long-form registration (10) days after receipt “Long-Form Registrations”), and each Controlling Holder may request registration under the Securities Act of all or any such request, the Company will give written notice portion of such requested registration to all other Holders of their Registrable Securities and on Form S-3 or any other stockholder having similar short-form registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15“Short-Form Registrations”) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securitiesif available. All registrations requested under pursuant to this Section 5.2(a2(a) are referred to herein as "“Demand Registrations." ” The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as Controlling Holder making a Demand Registration until it has become effectivemay request that the registration be made pursuant to Rule 415 under the Securities Act (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 under the Securities Act) (an “Automatic Shelf Registration Statement”). Should Except to the extent that Section 2(c) applies, within five Business Days of receipt of a request for a Demand Registration, the Company shall give written notice of the Demand Registration not be filed by to all other Holders and, subject to the terms of Section 2(d), shall include in such Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within sixty (60) days five Business Days after the date the Company’s notice was delivered. Notwithstanding the foregoing, other than delivery to each Holder of the date of the Company's written notice to the Holders of Registrable Securitiesin accordance with this Section 2(a), then the Company shall pay not be required to all 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 Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. At any time after one hundred twenty (120) days from On the date terms and subject to the conditions of this Agreement the Initiating Holders Section 9, holders of Registrable Securities and Stockholder Registrable Securities may request registration under the Securities Act (a “Demand Registration”) of all or part any portion of their such holders’ Registrable Securities or Stockholder Registrable Securities, as applicable, on Form S-1 or any similar form for which the Company is then eligible (a “Long-Form Registration” 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 then available for use by the Company for such purpose, on Form S-3 or any similar form for which the Company is then eligible (a “Short-Form Registration” and, if effected pursuant to a demand by holders of Investor Registrable Securities, an “Investor Short-Form Registration” or if effected pursuant to a demand by holders of Stockholder Registrable Securities, a “Stockholder 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. Within 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 a good faith estimate of an anticipated per share price range for such offering. Promptly, but in any event within ten (10) days Business Days, after receipt of any such request, the Company will give written notice of such requested registration to all each other Holders holder of Registrable Securities and any other stockholder having registration rights which entitle it or Stockholder Registrable Securities, as applicable, and, subject to participate in such registration. The Company Section 9E, will include in such registration all Registrable Securities or Stockholder Registrable Securities, as applicable, with respect to which it the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company's ’s notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time beginning six (6) months after one hundred twenty (120) days from the date Initial Public Offering Date, any Initial Stockholder may, subject to the provisions of this Agreement Agreement, request in writing that the Initiating Holders may request Corporation effect the registration under the Securities Act of any or all of the Registrable Securities held by such Initial Stockholder and its Specified Transferees (an “Initial Requesting Holder”), which notice shall specify (i) the amount of Registrable Securities proposed to be registered; and (ii) the intended method or part methods and plan of their Registrable Securitiesdisposition thereof, including whether such requested registration is to involve an underwritten offering. Within ten (10) days after receipt of any such request, the Company will The Corporation shall give prompt written notice of such requested registration request to all other Holders Holders. Except as otherwise provided in this Agreement and subject to Section 2(i) in the case of Registrable Securities an underwritten offering, the Corporation shall prepare and any other stockholder having registration rights which entitle it use its reasonable best efforts to participate in file (within ninety (90) days after such registration. The Company will include in such registration request has been given) with the SEC a Registration Statement with respect to (i) all Registrable Securities with respect to which it has received written requests included in the Initial Requesting Holder’s request and (ii) all Registrable Securities included in any request for inclusion therein delivered by any other Holder (a “Participating Holder”, and together with the Initial Requesting Holder, the “Requesting Holders”) within fifteen (15) days after receipt delivery of the Company's noticeCorporation’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. The Company Thereafter, the Corporation shall cause its management to cooperate fully and to use its reasonable best efforts efforts, in accordance with Section 6, to support effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request. Subject to Section 2(i), the Corporation may include in such registration other securities of the Registrable Securities and Corporation for sale, for the sale Corporation’s account or for the account of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrationsany other Person." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement the Initiating Agreement, Holders of Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), or, if then available, on Form S-3 or any similar short-form registration (“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 majority of the Registrable Securities making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration” and such registration statement, 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 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Within ten (10) days Business Days after the receipt of any such requesta request relating to a Demand Registration, the Company will shall give written notice of such requested registration the Demand Registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company will the terms of Section 2.6, shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwritten offering) all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) days seven Business Days after the receipt of the Company's ’s notice. The Company shall cause its management to cooperate fully and to use its best efforts to support ; provided that, with the registration consent of the holders of at least a majority of the Registrable Securities and requesting the sale 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 Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows statement with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunderso long as such registration statement is not an Automatic Shelf Registration Statement. A registration will Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not count disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a Demand Registration until it has become effective. Should the Demand Registration not be filed result of disclosure by the Company within sixty (60) days Holder in breach of the date terms of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000this Agreement.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the terms and conditions of this Agreement and following the expiration of the period commencing on the date of this Agreement and ending on the Initiating Holders may 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 (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 part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), or on Form S-3 or any similar short-form registration (“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 Demanding Holder. The Demand Holders requesting a Demand Registration also may request that the registration be made pursuant to Rule 415 under the Securities Act (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 under the Securities Act) (an “Automatic Shelf Registration Statement”). 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 ten (10) days after receipt of any such request, the Company will shall give written notice of such requested registration the Demand Registration to all other Holders and, subject to the terms of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will Section 4.1(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen ten (1510) days after the Company issues such notice. Each Holder agrees that such Holder shall treat as confidential the receipt of the Company's notice. The Company notice of Demand Registration and shall cause its management to cooperate fully and to not disclose or use its best efforts to support the registration information contained in such notice of Demand Registration without the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect prior written consent of the Company at road shows with respect until such time as the information contained therein is or becomes available to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count public generally, other than as a Demand Registration until it has become effective. Should the Demand Registration not be filed result of disclosure by the Company within sixty (60) days Holder in breach of the date terms of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000this Agreement.

Requests for Registration. At Subject to the terms and conditions of this Agreement, (i) at any time after one hundred twenty (120) days from the date Closing under the Merger Agreement, the holders of this Agreement at least a majority of the Initiating Holders Canyon Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), or on Form S-3 or any similar short-form registration (“Short-Form Registrations”) if 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, as applicable, making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (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 under the Securities Act) (an “Automatic Shelf Registration Statement”). 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 ten (10) days after receipt of any such request, the Company will shall give written notice of such requested registration the Demand Registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company will the terms of Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) ten days after the holders’ receipt of the Company's ’s notice. The Company Each Holder agrees that such Holder shall cause its management to cooperate fully and to use its best efforts to support treat as confidential the registration receipt of the Registrable Securities notice of Demand Registration and shall not disclose or use the sale information contained in such notice of Demand Registration without the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect prior written consent of the Company at road shows with respect until such time as the information contained therein is or becomes available to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count public generally, other than as a Demand Registration until it has become effective. Should the Demand Registration not be filed result of disclosure by the Company within sixty (60) days Holder in breach of the date terms of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000this Agreement.

Requests for Registration. At Subject to the terms and conditions of this Agreement, at any time after one hundred twenty (120) days or from time to time, the date holders of this Agreement the Initiating Holders Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities 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 Holders” and all registrations requested by the Initiating 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 ten five (105) days Business Days after receipt of any such request, the Company will Pubco shall give written notice of such requested registration to all other Holders holders of Registrable Securities and, subject to the terms and any other stockholder having registration rights which entitle it to participate in such registration. The Company will 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 it Pubco has received written requests for inclusion therein within fifteen five (155) days 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 Company's notice. The Company notice of Demand Registration and shall cause its management 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 cooperate fully and to use its best efforts to support the registration public generally, other than as a result of disclosure by the holder in breach of the Registrable Securities and the sale terms of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand RegistrationsAgreement." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement and, as applicable, the Initiating Holders lock-up provisions contained in Section 7.12 of Pubco’s Amended and Restated Bylaws (the “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 part any portion of their Registrable SecuritiesSecurities 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”). Within ten Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Subject to Sections 10(a) and 10(b) (10collectively, the “MNPI Provisions”), within five (5) days Business Days after receipt of any such request, the Company will Pubco shall give written notice of such requested registration to all other Holders holders of Registrable Securities and, subject to the terms and any other stockholder having registration rights which entitle it to participate in such registration. The Company will 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 it Pubco has received written requests for inclusion therein within fifteen five (155) days 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 Company's notice. The Company notice of Demand Registration and shall cause its management 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 cooperate fully and to use its best efforts to support the registration public generally, other than as a result of disclosure by the holder in breach of the Registrable Securities and the sale terms of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand RegistrationsAgreement." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty the second anniversary (120the first anniversary with respect to the Warrant Shares) days from of the date of this Agreement Closing Date, the Initiating Holders Investor may make a written request (the "Demand Notice") for registration under the Securities Act (a "Demand Registration") of all or part the number of their Registrable SecuritiesSecurities requested to be registered pursuant to the terms of this Agreement. Within ten (10) days after 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 any such requesta Demand Notice from the Investor, the Company promptly will give written notice of such requested registration to all other Holders of file a Registration Statement on any appropriate form that will cover the Registrable Securities and any other stockholder having registration rights which entitle it that the Company has been so requested to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of register by the Company's noticeInvestor. The Company shall cause its management not be required to cooperate fully and effect more than one Demand Registration under this Section 2. A registration requested pursuant to use its best efforts this Section 2 will not be deemed to support have been effected unless the registration of Registration Statement relating thereto has become effective under the Registrable Securities and Act; provided, however that if, after such Registration Statement has become effective, the sale offering of the Registrable Securities pursuant to such registration as promptly as is practicableinterfered with by any stop order, 3 injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected. Such cooperation If the Investor requests that a Demand Registration be a "shelf" registration pursuant to Rule 415 under the Securities Act, the Company shall include, but not be limited to, management's attendance file the Demand Registration under Rule 415 and reasonable presentations shall keep the Registration Statement filed in respect thereof effective for a period that will terminate on the earlier of (i) 180 days from the Company at road shows with respect date on which the SEC declares such Registration Statement effective and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement; provided that such 180 day period shall be tolled during the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred period that the Investor is required to herein as "Demand Registrations." The Holders discontinue disposition of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice pursuant to the Holders last paragraph of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000Section 4.

Requests for Registration. At any time after one hundred twenty (120a) days from Prior to the third anniversary of the date of this Agreement Agreement, the Initiating Holders Requisite Investors may, and, at anytime thereafter, any Shareholder Group may request registration under the Securities Act of all or part of their Registrable SecuritiesSecurities by notice to the Company (a “Demand Request”); provided, however, that a Demand Request may only be made if the sale of the Registrable Securities requested to be registered 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 ten two (102) days Business Days after its receipt of any such request, the Company will give written notice of such requested registration request to all other Holders holders of Registrable Securities, including the intended method of distribution. Such notice will offer each other holder of Registrable Securities and any other stockholder having registration rights which entitle it the opportunity to participate include in such registrationthe Demand Registration its Pro Rata Portion based on the aggregate amount of Registrable Securities proposed to be registered. The Thereafter, the Company will use its reasonable best efforts to promptly file a registration statement under the Securities Act with the intended method of distribution specified by the Requisite Participating Investors and use its reasonable best efforts to effect such registration and to include in such registration (x) all 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 it the Company has received written requests for inclusion therein by the other Shareholders within fifteen five (155) days Business Days after their receipt of the Company's ’s notice, subject in each case to the provisions of Section 1.2 (each, a “Demand Registration”). The Subject to Section 1.1(b), the Company shall cause will pay all Registration Expenses in connection with each request for such a Demand Registration. (b) Any Shareholder that has requested its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations included in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the pursuant to Section 1.1(a) may withdraw its Registrable Securities from such Demand Registration not be filed by at any time prior to the Company within sixty (60) days effectiveness of the date of the Company's written notice registration statement applicable to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the such Demand Registration has not been filedRegistration; provided, however, that a Demand Registration in its entirety may only be withdrawn with the maximum amount consent of liquidated damages payable the Shareholder(s) representing a majority of the shares underlying the initial request for such Demand Registration (collectively, the “Revoking Shareholders”). Upon receipt of a notice to withdraw such Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable registration statement, and each of the Revoking Shareholders shall pay or reimburse the Company for its pro rata share (based on the number of securities such Shareholder sought to register, as compared to the Holders hereunder total number of securities of the Revoking Shareholders) of all Registration Expenses incurred by the Company in connection with such Demand Registration. (c) Any request for a Demand Registration pursuant to this Article I shall specify the number of Registrable Securities proposed to be $100,000sold by the Requesting Shareholders and the intended method of disposition thereof. (d) If the filing, initial effectiveness or continued use of a registration statement in respect of a registration pursuant to this Section 1.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board of Directors of the Company (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the holders of Registrable Securities participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall not be permitted to do so (x) for a period exceeding 90 days on any one occasion, (y) more than once in any 12 month period or (z) for any period longer than is determined by the Board of Directors of the Company to satisfy conditions (i)-(iii) of this Section 1(d). In the event the Company exercises its rights under the preceding sentence, such holders of Registrable Securities agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such holders of Registrable Securities of the expiration of any period during which it exercised its rights under this Section 1.1(d). The Company agrees that, in the event it exercises its rights under this Section 1.1(d), it shall, as promptly as reasonably practicable following the expiration of any such period, update the suspended registration statement as may be necessary to permit the holders of Registrable Securities to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law following the termination of the applicable suspension period. (e) Notwithstanding the foregoing, the Company shall not be obligated to take any action with respect to a Demand Request pursuant to this Article I if a registration statement requested under Section 1.1(a) became effective or an Underwritten Shelf Takedown pursuant to Section 3.5(a) was consummated, in each case within the preceding 90 days.

Requests for Registration. At any time after one hundred twenty (120) days from beginning on the date of this Agreement expiration of the Initiating Holders IPO Lock-up Period to but excluding the one-year anniversary of the closing of the initial Public Offering, a Majority in Interest of the Principal Investors may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”). Within ten At any time beginning on and following the one-year anniversary of the closing of the initial Public Offering, each of the ▇▇▇▇▇▇ 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 (10“Short-Form Registrations”), if available, and each such request may specify that any Short-Form Registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) days after receipt of and (if the Company is a WKSI at the time any such request, request is submitted to the Company or will give written notice 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 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Any such requested registration Long-Form Registration or Short-Form Registration is referred to all other Holders in this Agreement as a “Demand Registration.” Each request for a Demand Registration 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. On the terms and subject to the other conditions herein, the Principal Investors, collectively, shall be entitled to no more than two (2) Long-Form Registrations; provided that (i) the proposed maximum aggregate offering value of the Registrable Securities requested to be registered in any other stockholder having Long-Form Registration must equal at least $50,000,000 based on the public offering price of shares of Registrable Securities set forth in the registration rights which entitle it statement applicable to participate such Long-Form Registration or (ii) all of the remaining Principal Investor Registrable Securities are sold in such registrationoffering; 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 other conditions herein, each of the ▇▇▇▇▇▇ Investors, the BXCI Investors, the GPV Investors, the DC Investors and 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 in the registration statement applicable to such Short-Form Registration or (y) all of the remaining ▇▇▇▇▇▇ Investor Registrable Securities, BXCI Investor Registrable Securities, GPV Investor Registrable Securities, DC Investor Registrable Securities or BM Investor Registrable Securities, as applicable, are sold in such offering. The Company will include in such registration all 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 which it has received written requests for inclusion therein within fifteen (15x) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it (other than a Shelf Registration Statement that is not filed to effect an immediate Shelf Offering), (y) a Shelf Offering or (z) which a holder has become effective. Should declined the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice right to the Holders of have its Registrable Securities, then the Company shall pay Securities included pursuant to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000Piggyback Registration.

Requests for Registration. At (a) Subject to the terms of this Agreement, McDonald's may at any time after one hundred twenty (120) days from the date of this Agreement Effectiveness Date and once in each nine-month period after the Initiating Holders may Effectiveness Date, request registration by the Company under the Securities Act of all or part of their its Registrable Securities. Within ten Shares on Form S-1 or any similar long-form registration statement (10"Long-Form Registration") days after receipt for a public offering, so long as McDonald's beneficially owns at least 5% of any the vote represented by the Equity Securities at the time of such request. In addition, the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the CompanyMcDonald's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A an unlimited number of registrations under the Securities Act of all or part of its Registrable Shares on Form S-3 or any similar short-form registration will not count statement ("Short-Form Registration") as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been fileddescribed below; provided, however, that the maximum aggregate offering price of the Registrable Shares requested to be registered in any Long-Form Registration or Short-Form Registration must reasonably be expected to equal at least $2,000,000. (b) Any Long-Form Registration and Short-Form Registration requested pursuant to subsection (a) above is referred to herein as a "Demand Registration." Any request for a Demand Registration (each, a "Notice of Demand") shall specify (i) the amount of liquidated damages payable Registrable Shares proposed to 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. Within 45 days of a Notice of Demand, the Company shall file with the Commission, or otherwise designate an existing filing as, a Registration Statement relating to such Notice of Demand for the offer and sale of the Registrable Shares by the Investors from time to time in accordance with the method or methods and plan of disposition elected by such Investors and set forth or to be set forth in such Registration Statement and, thereafter, shall (i) use its reasonable best efforts to cause such Registration Statement promptly to be declared effective under (A) the Securities Act; and (B) the "Blue Sky" laws of such jurisdictions as any seller of Registrable Shares being registered under such Registration Statement or any underwriter, if any, reasonably requests; or (ii) otherwise make available for use by Investors a previously filed effective Registration Statement for the offer and sale of the Registrable Shares. (c) Subject to the Holders hereunder terms and conditions hereof, each Demand Registration shall register the offer and sale of Registrable Shares for all cash consideration and shall be $100,000Short-Form Registrations whenever the Company is eligible to use Form S-3, unless McDonald's specifically requests a Long-Form Registration. It is agreed that at any time when the Company is eligible to file a Registration Statement on Form S-3 (or any successor form), McDonald's may request that the Company file a Registration Statement pursuant to Rule 415 under the Securities Act to permit the offering of the Registrable Shares on a delayed or continuous basis. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company shall use its reasonable and best efforts to make Short-Form Registrations available for the sale of Registrable Shares.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date provisions of this Agreement Article II, any Holder or group of Holders shall have the Initiating Holders may right to make a written request registration (a “Demand Request”) to have Lazard Ltd register under the Securities Act of all or part of their Registrable Securities. Within ten (10) days after receipt of any such request, the Company will give written notice for offer and sale an amount of such requested registration Holders’ Registrable Securities that is not less than the Minimum Demand Number a “Demand Registration”), at any time on or after July 1, 2008 (the “Initial Conversion Date”) and prior to all other Holders the termination of this Agreement. Such Demand Request shall specify the amount of Registrable Securities to be registered and any other stockholder having registration rights which entitle it the intended method or methods of disposition. Lazard Ltd shall, subject to participate the provisions of this Article II and 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 registration. The Company Demand Request, for disposition in accordance with the intended method or methods set forth therein; 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, 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 include be entitled to reduce the number of Registrable Securities included in such registration all 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 with respect 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 in the Demand Request, second, all Lazard Ltd Shares proposed to which it has received written requests be registered for inclusion therein within fifteen (15) days after receipt offer and sale by Lazard Ltd and third, to Lazard Ltd Shares proposed to be registered pursuant to any piggy-back registration rights of the Company's noticethird parties. The Company Lazard Ltd shall cause its management to cooperate fully and to use its reasonable best efforts to support cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the registration earlier of (i) 60 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities and covered thereby are disposed of in accordance with the sale method or methods of disposition stated therein. Each Demand 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 such registration as promptly as is practicable. Such cooperation shall include, but this Article II during any period (not be limited to, management's attendance and reasonable presentations in respect to exceed 180 days) following the closing of the Company at road shows with respect completion of a distribution of securities offered by Lazard Ltd that would cause Lazard Ltd to breach a lock-up provision contained in the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrationsunderwriting agreement for such distribution." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date provisions of this Agreement Article V, the Initiating Holders may holders of a majority of Vestar Securities that constitute Registrable Securities shall have the right (the "Vestar Demand Right"), the holders of a majority of Marathon Securities that constitute Registrable Securities shall have the right (the "Marathon Demand Right") and the holders of a majority of ▇▇▇▇▇▇▇ Family Securities that constitute Registrable Securities shall have the right (the "▇▇▇▇▇▇▇ Family Demand Right"), in each case, to request registration under the Securities Act of all or part any portion of their the Registrable SecuritiesSecurities held by such Securityholders (in each case, referred to herein as the "Requesting Holders") by delivering a written notice to the principal business office of the Company, which notice identifies the Requesting Holders and specifies the number of Registrable Securities to be included in such registration (the "Registration Request"). Within ten (10) days after receipt of any such requestSubject to the restrictions set forth in Section 5.1(d), the Company will give prompt written notice of such requested registration Registration Request (the "Registration Notice") to all other Holders holders of Registrable Securities and will thereupon use its commercially reasonable efforts to effect the registration (a "Demand Registration") under the Securities Act on any form available to the Company of: (i) the Registrable Securities requested to be registered by the Requesting Holders; (ii) all other stockholder having registration rights Registrable Securities of the same type and class which entitle it the Company has received a written request to participate in such registration. The register within 30 days after the Registration Notice is given and any securities of the Company will include proposed to be included in such registration all Registrable Securities with respect to which it has received written requests by the Company for inclusion therein within fifteen its own account; and (15iii) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect any securities of the Company at road shows with respect proposed to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A included in such registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty holders of registration rights granted other than pursuant to this Agreement (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand "Other Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000Rights").

Requests for Registration. At (i) Subject to the other provisions of this Agreement, including Section 2(b), at any time after one hundred twenty (120) days and from time to time when such Registrable Securities have not been previously registered on a then effective registration statement, the date of this Agreement the Initiating Holders Designated Investors may request registration under the Securities Act of all or part a portion of their the Designated Investors’ Registrable SecuritiesSecurities on Form S-1, Form S-11 or similar long-form registration (“Long-Form Registrations”), or on Form S-3 or any similar short-form registration (including, if the corporation is then eligible, as an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”)) pursuant to Rule 415 under the Securities Act or any similar rule then in force (“Short-Form Registrations”), if available (the requesting Designated Investors, the “Requesting Equityholders”). All registrations requested 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. 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, a registration statement with respect to the Registrable Securities under the Securities Act (the “Demand Registration Statement”) in accordance with Section 5. 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 filing thereof in accordance with Section 5. 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 reflect the plan of distribution or method of sale proposed by the Requesting Equityholders. (ii) Each request for a Demand Registration shall specify the number of Registrable Securities requested to be registered and the intended method of distribution. Within ten five (105) days Business Days after receipt of any such request, the Company will shall give written notice of such requested registration the Demand Registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it Other Equityholders and, subject to participate in such registration. The Company will the terms of Section 2(c), shall include in such registration Demand Registration (and in all Registrable Securities related registrations and qualifications under state blue sky laws and in any related underwriting) all securities with respect to which it the Company has received written requests for inclusion therein within fifteen ten (1510) days Business Days after receipt delivery of the Company's ’s notice. The Company shall cause its management to cooperate fully and to use its best efforts to support ; provided, that with the registration prior written consent of the Requesting Equityholders, the Company may provide notice of the Demand Registration to all other holders of Registrable Securities and Other Equityholders within three (3) Business Days following the sale non-confidential filing of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows statement with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each holder of securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and, except as required by law, pursuant to court order, pursuant to a governmental authority having jurisdiction over such holder or in connection with exercise of remedies hereunder. A registration will , shall not count disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a Demand Registration until it has become effective. Should the Demand Registration not be filed result of disclosure by the Company within sixty (60) days holder in breach of the date terms of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000this Agreement.

Requests for Registration. At any A Holder, upon written request (a "Registration Notice"), shall be entitled to cause the Company to prepare and file a Registration Statement with respect to the aggregate number of shares for which the Holder has requested registration. The Company shall file a Registration Statement on the form that counsel for the Company and counsel for the Holder agree is appropriate for the plan of sale or other disposition to be used by the Holder of the Warrant. The Company shall prepare and file with the SEC such amendments and supplements to the Registration Statement and Prospectus relating to the offer and sale of the shares covered by the Registration Statement as may be necessary to keep the Registration Statement effective and to comply with the provisions of Securities Act with respect to the offer and sale of the shares during the period required to effect the distribution of the shares. After such time after one hundred twenty as the Company shall become eligible to use Form S-3 (120or comparable form) days from for the date of this Agreement the Initiating Holders may request registration Registration under the Securities Act of all or part any of their Registrable Securities. Within ten (10) days after receipt of any such requestits securities, the Company will give written notice Holder shall be entitled to request that such Registration be a "shelf" registration pursuant to Rule 415 under the Securities Act. No Registration shall be deemed to have occurred for purposes of such requested registration 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 all other Holders this Section 3(a), in which case the Holder shall be entitled to an additional Registration in lieu thereof. All requests for Registration made pursuant to this Section 3 shall specify the amount of Registrable Securities to be registered and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt the intended methods of the Company's noticedisposition thereof. The Company shall cause its management be required to cooperate fully and to use its best efforts to support maintain the registration effectiveness of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows Registration Statement with respect to the offering any Registration for a period of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein at least 180 days (or such date as "Demand Registrations." The Holders of all Registrable Securities will be entitled to request one Demand have been sold if a "shelf registration" is requested) after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not Statement have actually been filedsold; provided, however, that the maximum amount such period shall be extended for a period of liquidated damages payable time equal to the Holders hereunder shall be $100,000period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of an underwriter of the Company or the Company pursuant to this Agreement.

Requests for Registration. At Subject to the terms and conditions of this Agreement, at any time from and after one hundred twenty (120) 180 days from following the date of this Agreement the Initiating Holders IPO, each Controlling Holder may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration (“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 less, such Registrable Securities represent all Registrable Securities then held by the Controlling Holder requesting such registration). Within All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holder making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Corporation is a WKSI at the time any request for a Demand Registration is submitted to the Corporation, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, upon receipt of the request for the Demand Registration, the Corporation shall as promptly as reasonably practicable (but in no event later than ten (10) days after receipt of any such request, the Company will request for the Demand Registration) give written notice of such requested registration the Demand Registration to all other Holders of who hold Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company will the terms of Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which it the Corporation has received written requests for inclusion therein within fifteen (15i) 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 the Company's Corporation’s notice. The Company Each Holder agrees that such Holder shall cause its management to cooperate fully and to use its best efforts to support treat as confidential the registration receipt of the Registrable Securities notice of Demand Registration and shall not disclose or use the sale information contained in such notice of Demand Registration without the prior written consent of the Registrable Securities pursuant Corporation or until such time as the information contained therein is or becomes available to such registration the public generally, other than as promptly as is practicablea result of disclosure by the Holder in breach of the terms of this Agreement. Such cooperation Notwithstanding the foregoing, the Corporation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect required to the offering of Registrable Securities. All registrations requested take any action that would otherwise be required under this Section 5.2(a) are referred to herein as "Demand Registrations2 or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. (i) At any time after one hundred twenty (120) days from the date Company’s Initial Public Offering, the holders of this Agreement a majority of the Initiating Holders MDCP Co-Investor Registrable Securities may request registration three registrations under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration (a “Long-Form Registration”) and, if available, an unlimited number of registrations under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or Form S-3 or any similar short-form registration (“Short-Form Registrations”). Notwithstanding the foregoing, but (for the avoidance of doubt) without otherwise increasing the number of Long-Form Registrations that may be requested pursuant to this Section 1(a)(i), from and after the date that holders of MDCP Co-Investor Registrable Securities cease to own in the aggregate at least 10% of the issued and outstanding Common Equity Securities of the Company, the holders of MDCP Co-Investor Registrable Securities shall be entitled to request only one Long-Form Registration not previously requested pursuant to this Section 1(a)(i). (ii) At any time after the Company’s Initial Public Offering, the Kappa Investor may request three Long-Form Registration and, if available, an unlimited number of Short-Form Registrations. Notwithstanding the foregoing, but (for the avoidance of doubt) without otherwise increasing the number of Long-Form Registrations that may be requested pursuant to this Section 1(a)(ii), from and after the date that holders of Kappa Investor Registrable Securities cease to own in the aggregate at least 10% of the issued and outstanding Common Equity Securities of the Company, the holders of Kappa Investor Registrable Securities shall be entitled to request only one Long-Form Registration not previously requested pursuant to this Section 1(a)(ii). Each such request for registration under this Section 1(a) is referred to herein as a “Demand Registration.” All requests for Demand Registrations shall be made by giving written notice to the Company (the “Demand Notice”). The aggregate offering value of the Registrable Securities requested to be registered in any Demand Registration must equal at least $100 million in any Long-Form Registration, and at least $50 million in any Short-Form Registration (giving effect to the applicable foreign exchange rate, as announced in the Wall Street Journal, on the day prior to such request). Each Demand Notice shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten (10) days after receipt of any such requestDemand Notice, the Company will shall give written notice of such requested registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company will the provisions of Section 1(e) below, shall include in such registration all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 20 days after the receipt by such holders of the Company's ’s notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days Subject to the provisions of this Article III, the holders of a majority of THL Securities that constitute Registrable Securities shall have the right from the date that is 180 days following the consummation of this Agreement the Initiating Holders may first Public Offering (the "THL Demand Right") to request registration under the Securities Act of all or part any portion of their the Registrable SecuritiesSecurities held by the THL Holders and the THL Limited Partners (the "Requesting THL Holders") by delivering a written notice to the principal business office of the Company, which notice identifies the Requesting Holders and specifies the number of Registrable Securities to be included in such registration (the "Registration Request"). Within ten Subject to the provisions of this Article III, from and following the initial exercise by the Requesting THL Holders of a THL Demand Right, RGHI shall have the right (10the "RGHI Demand Right") days after receipt to request registration under the Securities Act of all or any such requestportion of the Registrable Securities held by RGHI or the Trust by delivering a Registration Request to the principal business office of the Company. Subject to the restrictions set forth in Section 3.1(d), the Company will give prompt written notice of such requested registration any Registration Request (the "Registration Notice") to all other Holders holders of Registrable Securities and will thereupon use its commercially reasonable efforts to effect the registration (a "Demand Registration") under the Securities Act on any form available to the Company of: (i) the Registrable Securities requested to be registered by the Requesting THL Holders or RGHI, as applicable; and (ii) all other stockholder having registration rights Registrable Securities of the same type and class which entitle it the Company has received a written request to participate in such registration. The register within 30 days after the Registration Notice is given and any securities of the Company will include proposed to be included in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000its own account.

Requests for Registration. At any time after one hundred twenty (120) days from the date of this Agreement that is 180 days after the Initiating IPO Date: (i) the TowerBrook Majority Holders may request registration under the Securities Act of all or part any portion of their the TowerBrook Registrable SecuritiesShares on Form S‑1 or any similar long-form registration (a “Long-Form Registration”) or on Form S‑3 or any similar short-form registration (including pursuant to Rule 415 promulgated under the Securities Act), if such a short form is available (a “Short-Form Registration”); (ii) the GI Majority Holders may request registration under the Securities Act of all or any portion of the GI Registrable Shares pursuant to a Long-Form Registration or Short-Form Registrations; (iii) the AIMCo Majority Holders may request registration under the Securities Act of all or any portion of the AIMCo Registrable Shares pursuant to a Long-Form Registration or Short-Form Registrations; (iv) the ▇▇▇▇▇▇ Majority Holders may request registration under the Securities Act of all or any portion of the ▇▇▇▇▇▇ Registrable Shares pursuant to a Long-Form Registration or Short-Form Registrations; (v) the Meridian Majority Holders may request registration under the Securities Act of all or any portion of the Meridian Registrable Shares pursuant to a Long-Form Registration or Short-Form Registrations; and (vi) the Other Majority Holders may request a registration under the Securities Act of all or any portion of the Other Registrable Shares pursuant to a Short-Form Registration. All registrations requested pursuant to this Section 3(a) are referred to herein as “Demand Registrations”. Each request for a Demand Registration (a “Demand Request”) shall specify the approximate number of Registrable Shares requested to be registered, the anticipated method or methods of distribution and the anticipated per share price range for such offering. Within ten (10) days after receipt of any such requestDemand Request, the Company will shall give written notice of such requested registration (which shall specify the intended method of disposition of such Registrable Shares) to all other Holders holders of Registrable Securities Shares (a “Company Notice”) and any other stockholder having registration rights which entitle it the Company shall include (subject to participate the provisions of this Agreement) in such registration. The Company will include in such registration , all Registrable Securities Shares with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 20 days after receipt the delivery of such Company Notice; provided that any such other holder may withdraw its request for inclusion at any time prior to executing the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall includeunderwriting agreement or, but not be limited toif none, management's attendance and reasonable presentations in respect of the Company at road shows with respect prior to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrationsapplicable registration statement becoming effective." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement the Initiating Holders Agreement, each Holder may request registration under the Securities Act of all or part any portion of their Registrable Securities. Within ten Securities on Form S-1 or any similar long-form registration (10) days after receipt “Long-Form Registrations”), and each Holder may request registration under the Securities Act of all or any such request, the Company will give written notice portion of such requested registration to all other Holders of their Registrable Securities and on Form S-3 or any other stockholder having similar short-form registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15“Short-Form Registrations”) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securitiesif available. All registrations requested under pursuant to this Section 5.2(a2(a) are referred to herein as "“Demand Registrations." ” The Holders Holder making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (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 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(c) applies, promptly upon receipt of Registrable Securities will a request for a Demand Registration (but in no event more than five Business Days thereafter), the Company shall give written notice of the Demand Registration to all other Holders. Notwithstanding the foregoing, other than delivery to each Holder of the written notice in accordance with this Section 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. Demand Registrations. Each Holder shall be entitled to request one an unlimited number of Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then Registrations in which the Company shall pay all Registration Expenses, regardless of whether any registration statement is filed or any such Demand Registration is consummated. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to all use any applicable short form and the Holders managing underwriters (if any) agree to the use of a Short-Form Registration. After the Company has become 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 sale of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY. All Long-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder Form Registrations shall be $100,000underwritten registrations unless otherwise approved by the applicable Holder.

Requests for Registration. At any time after one hundred twenty (120Following the Registration Rights Effective Date, each Eligible Holder shall have the right, pursuant to Section 3.2(c) days from or Section 3.2(d) and subject to the date of terms and conditions set forth in this Agreement Article 3, to request the Initiating Holders may request Parent to effect the registration under and in accordance with the provisions of the Securities Act of all or part of their Registrable Securities. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration portion of the Registrable Securities beneficially owned by such Eligible Holder by submitting a written request of such registration and specifying the amount of Registrable Securities proposed to be registered and the sale intended method (or methods) and plan of disposition thereof, including whether such requested registration is to 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 Eligible Holder, each of whom shall be entitled to elect to include, subject to the terms and conditions set forth in this Article 3, OHSUSA:766890518.5 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 Registration Statement. Except as promptly as is practicable. Such cooperation otherwise provided in this Agreement, the Parent shall includeprepare and use its reasonable best efforts to file with the SEC, but not be limited to, management's attendance and reasonable presentations in respect within 60 days after the date of the Company at road shows applicable Registration Demand, a Registration Statement with respect to the offering of Registrable Securities. All registrations requested under this following (in either case subject to Section 5.2(a3.2(j) are referred to herein as "Demand Registrations." The Holders of if the Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty sold in an underwritten offering): (60i) days all Registrable Securities of the date 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 of such Registrable Securities under the Securities Act and applicable state securities laws, for disposition in accordance with the intended method or methods of disposition stated in the underlying Registration Demand. Subject to Section 3.2(j), the Parent may include in such Registration Statement such number of Shares and other securities of the Company's written notice Parent (collectively, “Parent Securities”) as the Parent proposes to offer and sell for its own account or the Holders account of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000any other Person.

Requests for Registration. At any time after one hundred twenty (120) days from This Section 1 describes the date circumstances under which certain holders of this Agreement the Initiating Holders Investor Registrable Securities may request registration under the Securities Act of all or part any portion of their the Investor Registrable Securities on Form S-1 or any similar long-form registration (a “Long-Form Registration”), or, if available, on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (a “Short-Form Registration”), if available, by delivering a written request to the Partnership for the registration of such Investor Registrable Securities. Any registration requested pursuant to this Section 1 is referred to herein as a “Demand Registration.” Each request for a Demand Registration shall specify the approximate number of Investor Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten (10) 10 days after receipt of any such request, the Company will Partnership shall give written notice of such requested registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company will Section 1(d) below, shall include in such registration all Registrable Securities with respect to which it the Partnership has received written requests for inclusion therein within fifteen (15) seven days after the receipt of the Company's noticePartnership’s notice of such requested registration to such other holders of Registrable Securities. The Company Subject to this Section 1 and Section 3, after delivery of such request for a Demand Registration, the Partnership (i) shall cause its management file promptly (and, in any event, within (x) 90 days in the case of a request for a Long-Form Registration or (y) 30 days in the case of a request for a Short-Form Registration, in each case, following delivery of such request for a Demand Registration to cooperate fully the Partnership) with the Securities and Exchange Commission a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) and (ii) shall use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to cause such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has Statement to promptly become effective. Should effective under the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000Securities Act.

Requests for Registration. At any time commencing on or after one hundred twenty (120) days from the date that is 270 days following the Closing Date, the Required Purchasers will have the right, by written notice delivered to the Company (a “Demand Notice”), to require the Company to register Registrable Securities under and in accordance with the provisions of this Agreement the Initiating Holders may request registration under the Securities Act of all or part of their Registrable Securities. Within ten (10a “Demand Registration”); provided that (i) days after receipt of any such requestPurchasers may not make more than three Demand Registrations, and (ii) the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it Purchasers desiring to participate in such registration. The the offering must provide to the Company will include in such registration all Registrable Securities with respect a certificate (the “Authorizing Certificate”) signed by the participating Purchasers; and provided, further, that no Demand Notice may be given prior to which it has received written requests for inclusion therein within fifteen (15) days six months after receipt the effective date of the Company's noticeimmediately preceding Demand Registration. The Company For purposes of the preceding sentence, the filing of two or more Registration Statements in response to one demand shall cause its management to cooperate fully and to use its best efforts to support be counted as one Demand Registration. Each request for a Demand Registration by the registration Purchasers shall state the amount of the Registrable Securities proposed to be sold and the sale intended method of disposition thereof. The Authorizing Certificate shall set forth (A) the name of each participating Purchaser signing such Authorizing Certificate, (B) the number of Registrable Securities held by each participating Purchaser and the number of Registrable Securities each participating Purchaser has elected to have registered, and (C) the intended methods of disposition of the Registrable Securities. Any participating Purchaser may at its option withdraw Registrable Securities from a registration and, in such event (l) any continuing registration of Registrable Securities shall constitute the Demand Registration to which the Purchasers are entitled and (2) the withdrawing participating Purchaser shall reimburse the Company for any registration and filing fees (including any fees payable to the SEC) it has incurred with respect to the withdrawn Registrable Securities (unless all Registrable Securities are withdrawn, in which case the withdrawing Purchasers shall reimburse the Company for all costs and expenses incurred by it in connection with the registration of such Registrable Securities). Subject to compliance with clause (2) of the preceding sentence, a registration that is terminated in its entirety prior to the effective date of the applicable Registration Statement will not constitute a Demand Registration. Notwithstanding the foregoing, if at the time of withdrawal, a participating Purchaser has learned of a material adverse change in the condition, business or prospects of the Company and has withdrawn the request with reasonable promptness following disclosure by the Company, such participating Purchaser shall not be subject to clause (2) above. If a Demand Registration is not declared and maintained effective for the period required by Section 7.3(b) or if the consummation of the offering of Registrable Securities pursuant to such registration as promptly as Demand Registration (A) is practicable. Such cooperation shall includeinterfered with by any stop order, but not be limited to, management's attendance and reasonable presentations in respect injunction or other order or requirement of the Company at road shows SEC or other governmental agency or court for any Person which is not directly caused by the act or omission of any Purchaser and such act or omission is not thereafter eliminated or (B) the conditions specified in the underwriting agreement with respect to an Underwritten Offering, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by a participating Purchaser, then the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will Purchasers shall be entitled to request one an additional Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000in lieu thereof.

Requests for Registration. At any time after one hundred twenty Subject to Sections 1(c) and 1(d), either the Majority Onex Shareholders or the Majority Common Shareholders (120the parties giving such notice are the “Demanding Shareholders”) days from may by written notice to the date of this Agreement the Initiating Holders may Company request registration under the Securities Act of all or part of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“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 Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Within ten Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The Company shall give written notice (10the “Demand Exercise Notice”) of any Demand Registration Request by the Majority Common Shareholders (1) to the Onex Shareholders at least five (5) Business Days prior to the first submission of the requested registration statement under the Securities Act and (2) to all other holders of Registrable Securities no more than five (5) days after the public filing of the requested registration statement under the Securities Act. For the avoidance of doubt, no notice shall be required to be given to any holder of Registrable Securities of a Demand Registration Request by the Majority Onex Shareholders. 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 which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such request, the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable SecuritiesDemand Exercise Notice. All registrations requested under pursuant to Section 1(a) and this Section 5.2(a1(b) are referred to herein as "“Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.”

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement and, as applicable, the Initiating Holders lock-up provisions contained in (i) Section 5.3 of Pubco’s Amended and Restated Bylaws (the “Bylaws”) (ii) the Share Transfer Agreement, dated September 21, 2022, by and among the Sponsors and the Metropolitan Parties, and (iii) the Support Agreements (as defined in the Merger Agreement) 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 part any portion of their Registrable SecuritiesSecurities 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”). Within ten Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Subject to Sections 10(a) and 10(b) (10) days collectively, the “MNPI Provisions”), within five Business Days after receipt of any such request, the Company will Pubco shall give written notice of such requested registration to all other Holders holders of Registrable Securities and, subject to the terms and any other stockholder having registration rights which entitle it to participate in such registration. The Company will 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 it Pubco has received written requests for inclusion therein within fifteen (15) days five 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 Company's notice. The Company notice of Demand Registration and shall cause its management 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 cooperate fully and to use its best efforts to support the registration public generally, other than as a result of disclosure by the holder in breach of the Registrable Securities and the sale terms of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand RegistrationsAgreement." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days and from time to time on or following the date hereof, Stockholder may, subject to the provisions of this Agreement Agreement, request in writing that the Initiating Holders may request Company effect the registration of any or all of the Registrable Securities held by Stockholder with the Commission under and in accordance with the provisions of the Securities Act Act, which notice shall specify (i) the then-current name and address of all Stockholder, (ii) the amount of Registrable Securities proposed to be registered and (iii) the intended method or part methods and plan of their Registrable Securitiesdisposition thereof, including whether such requested registration is to involve an underwritten offering. Within ten (10) days after receipt of any such request, the The Company will shall give prompt written notice of such requested registration request to all other Holders Holders. Except as otherwise provided in this Agreement and subject to Section 2.08 in the case of Registrable Securities an underwritten offering, the Company shall prepare and any other stockholder having registration rights which entitle it use its best efforts to participate in file a Registration Statement with the Commission promptly after such registration. The Company will include in such registration request has been given with respect to (i) all Registrable Securities with respect to which it has received written requests included in Stockholder’s request and (ii) all Registrable Securities included in any request for inclusion therein delivered by any other Holder (together with Stockholder, the “Requesting Holders”) within fifteen (15) days after receipt delivery of the Company's notice’s notice of the Stockholder’s registration request to such other Holders, in each case subject to Section 2.08 if such offering is an underwritten offering. The Thereafter, the Company shall cause its management to cooperate fully and to use its best efforts to support effect the registration under the Securities Act and applicable state securities laws of the such Registrable Securities and for disposition in accordance with the sale intended method or methods of the Registrable Securities pursuant to disposition stated in such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filedrequest; provided, however, that the maximum amount 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 such Registration Statement may be used for the offering and sale of liquidated damages payable the Registrable Securities requested to be registered. Subject to Section 2.09, the Holders hereunder shall be $100,000Company may include in such registration other securities of the Company for sale, for the Company’s account or for the account of any other Person.

Requests for Registration. At any time after one hundred twenty (120) days from the date of this Agreement that is 180 days after the Initiating IPO Date: (i) the TowerBrook Majority Holders may request registration under the Securities Act of all or part any portion of their the TowerBrook Registrable SecuritiesShares on Form S-1 or any similar long-form registration (a “Long-Form Registration”) or on Form S-3 or any similar short-form registration (including pursuant to Rule 415 promulgated under the Securities Act), if such a short form is available (a “Short-Form Registration”); (ii) the GI Majority Holders may request registration under the Securities Act of all or any portion of the GI Registrable Shares pursuant to a Long-Form Registration or Short-Form Registrations; (iii) the AIMCo Majority Holders may request registration under the Securities Act of all or any portion of the AIMCo Registrable Shares pursuant to a Long-Form Registration or Short-Form Registrations; (iv) the ▇▇▇▇▇▇ Majority Holders may request registration under the Securities Act of all or any portion of the ▇▇▇▇▇▇ Registrable Shares pursuant to a Long-Form Registration or Short-Form Registrations; (v) the Meridian Majority Holders may request registration under the Securities Act of all or any portion of the Meridian Registrable Shares pursuant to a Long-Form Registration or Short-Form Registrations; and (vi) the Other Majority Holders may request a registration under the Securities Act of all or any portion of the Other Registrable Shares pursuant to a Short-Form Registration. All registrations requested pursuant to this Section 3(a) are referred to herein as “Demand Registrations”. Each request for a Demand Registration (a “Demand Request”) shall specify the approximate number of Registrable Shares requested to be registered, the anticipated method or methods of distribution and the anticipated per share price range for such offering. Within ten (10) days after receipt of any such requestDemand Request, the Company will shall give written notice of such requested registration (which shall specify the intended method of disposition of such Registrable Shares) to all other Holders holders of Registrable Securities Shares (a “Company Notice”) and any other stockholder having registration rights which entitle it the Company shall include (subject to participate the provisions of this Agreement) in such registration. The Company will include in such registration , all Registrable Securities Shares with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 20 days after receipt the delivery of such Company Notice; provided that any such other holder may withdraw its request for inclusion at any time prior to executing the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall includeunderwriting agreement or, but not be limited toif none, management's attendance and reasonable presentations in respect of the Company at road shows with respect prior to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrationsapplicable registration statement becoming effective." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from The holders of a majority of the date of this Agreement the Initiating Holders Investor Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration ("Long-Form Registrations"), or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("Short-Form Registrations"), if available. Within ten In addition, subject to the other terms and conditions of this paragraph 1, (10i) days at any time after receipt of any such requestthe Other Stockholders Restriction Termination Date, the Company will give written notice holders of such requested registration to all other Holders a majority of the Other Registrable Securities may request Short Form Registrations and (ii) at any time after the Executives Restriction Termination Date, the holders of a majority of the Executive Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Other Registrable Securities, collectively, may request Short Form Registrations. All registrations requested under pursuant to this Section 5.2(a1(a) are referred to herein as "Demand Registrations." The Holders Each request for a Demand Registration shall specify the approximate number of Registrable Securities will requested to be entitled registered and the anticipated per share price range for such offering. If such request is delivered to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company on or prior to the Other Stockholders Restriction Termination Date, then within sixty ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Investor Registrable Securities and shall include in such registration (60and in all related registrations and qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Investor Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days of after the date receipt of the Company's written notice notice. If such request is delivered to the Holders of Registrable SecuritiesCompany after the Other Stockholders Restriction Termination Date but on or prior to the Executives Restriction Termination Date, then within ten days after receipt of any such request, the Company shall pay give written notice of such requested registration to all other holders of Investor Registrable Securities and Other Registrable Securities and shall include in such registration (and in all related registrations and qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Investor Registrable Securities and Other Registrable Securities with respect to which the Holders Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice. If a request for Demand Registration is delivered to the Company after the Executives Restriction Termination Date, then 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, on a pro rata basis, as liquidated damages, Securities and shall include in such registration (and in all related registrations and qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the sum Company has received written requests for inclusion therein within 15 days after the receipt of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000Company's notice.

Requests for Registration. At any time after one hundred twenty (120) days from four years after the date of this Agreement Agreement, the Initiating Holders Purchaser may request registration demand that the Company register all or part of the Registrable Securities (as defined below) under the Securities Act of all (a “Demand Registration”) on Forms S-1 or part of their Registrable SecuritiesS-3 (or similar forms then in effect) (each, a “Registration Statement”) promulgated by the SEC under the Securities Act. Within ten (10) days after receipt of any such requesta demand, the Company will give written notice of such requested registration to shall notify in writing all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it of the demand. Any holder who wants to participate include his, her, or its Registrable Securities in such registrationthe Demand Registration must notify the Company within ten business days of receiving the notice of the Demand Registration. The Except as provided in this Section 5, the Company will shall include in such registration all Demand Registrations all Registrable Securities with respect for which the Company receives timely written demands for inclusion. All demands made pursuant to this Section 5.1(a) must specify the number of Registrable Securities to be registered (which it has received written requests for inclusion therein within fifteen (15) days after receipt may not be less than one third of the Company's noticeRegistrable Securities) and the intended method of disposing of the Registrable Securities. The Company shall cause its management to cooperate fully prepare and to use its best efforts to support file with (or confidentially submit to) the registration SEC a Registration Statement covering all of the Registrable Securities and that the sale of the Registrable Securities holders thereof have requested to be included pursuant to such registration Demand Registration within 90 days after the date on which the initial request is given and will use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC as promptly soon as practicable thereafter, subject to compliance with review by the SEC. Once a Registration Statement is practicabledeclared effective by the SEC, the Company shall maintain its effectiveness for at least one hundred 120 days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn). Such cooperation The Company shall include, but not be limited toobligated to affect, management's attendance or to take any action to affect, a registration pursuant to any demand notice in accordance with this Section 5.1(a) after the Company has filed with the SEC three Registration Statements (counting for these purposes only registrations which have been declared or ordered effective). For purposes of this Agreement, the term “Registrable Securities” means (i) the Shares, and reasonable presentations in respect (ii) any Common Stock of the Company at road shows issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrationsto, or in exchange for or in replacement of, any Shares." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At Subject to the terms and conditions of this Agreement, at any time after one hundred twenty or from time to time, provided that the Company does not then have an effective Registration Statement outstanding covering all of the Registrable Securities, RDLT, on behalf of any or all S▇▇▇▇▇▇ Parties, or MPT, (120on its own behalf) days from the date of this Agreement the Initiating Holders may request registration Registration under the Securities Act of all or part any portion of their Demand Registrable SecuritiesSecurities 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 the Company (“Short-Form Registrations”), in accordance with Section 7.2(b) and Section 7.2(c) below (“Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Demand Registrable Securities requested to be Registered and the intended method of distribution. Within ten five (105) days Business Days after receipt of any such request, the Company will shall give written notice of such requested registration Registration to all other Holders holders of Demand Registrable Securities and, subject to the terms and any other stockholder having registration rights which entitle it to participate in such registration. The Company will 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 Demand Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen five (155) days Business Days after the receipt of the Company's ’s notice. The Company Each holder of Registrable Securities agrees that such holder shall cause its management to cooperate fully and to use its best efforts to support treat as confidential the registration receipt of the Registrable Securities notice of Demand Registration and shall not disclose or use the sale information contained in such notice of Demand Registration without the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect prior written consent of the Company at road shows with respect until such time as the information contained therein is or becomes available to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count public generally, other than as a Demand Registration until it has become effective. Should the Demand Registration not be filed result of disclosure by the Company within sixty (60) days holder in breach of the date terms of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.this Agreement

Requests for Registration. At any time after one hundred twenty Subject to the following paragraph of this Section 3(a), the Requisite Holders shall have the right by delivering a written notice to the Corporation (120a “Demand Notice”) days from to require the date Corporation to register, pursuant to the terms of this Agreement under and in accordance with the Initiating 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”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the Requisite Holders may request registration delivering such Demand Notice is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000. Following receipt of a Demand Notice for a Demand Registration, the 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, 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 Requisite Holders shall be entitled to unlimited Demand Registrations. No Demand Registration shall be deemed to have occurred for purposes of all 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 part (iii) the offering of their the Registrable SecuritiesSecurities 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, as the case may be, in lieu thereof. Within ten (10) 10 days after receipt by the Corporation of any such requesta Demand Notice, the Company will Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it shall, subject to participate in such registration. The Company will the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which it has the Corporation received written requests for inclusion therein within fifteen (15) 10 days after receipt 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 Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows Registration Statement with respect to any Demand Registration for a period of at least 180 days after the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of effective date thereof or such shorter period in which all Registrable Securities will be entitled to request one Demand included in such Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not Statement have actually been filedsold; provided, however, that the maximum amount such period shall be extended for a period of liquidated damages payable time equal to the Holders hereunder shall be $100,000period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of an underwriter of the Corporation or the Corporation pursuant to the provisions of this Agreement.

Requests for Registration. At Subject to Section 1.2, at any time and from time to time on or after one hundred twenty (120) days from the date of this Agreement hereof, the Initiating ▇▇▇▇▇▇▇ Holders may request registration under the Securities Act of all or part of their Registrable Securities. Within ten Securities (10i) days after receipt of on Form S-1 or any similar long- form registration ("Long-Form Demand Registrations"), or (ii) on Form S-3 or any similar short-form registration ("Short-Form Demand Registrations") if the Company qualifies to use such request, short form (and the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support make short-form registration statements available for the sale of Registrable Securities). Thereafter, the Company will use its best efforts to promptly effect the registration of the such Registrable Securities and under the sale of Securities Act on the Registrable Securities pursuant to form requested by the holder or holders making such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securitiesrequest. All registrations requested under pursuant to this Section 5.2(a) 1.1 are referred to herein as "Demand Registrations." The Holders Upon receipt of a request for a Demand Registration, the Company will give prompt written notice (in any event within five (5) Business Days after its receipt of such request) of the request for a Demand Registration to all holders of Registrable Securities not making such request and will be entitled to request one include in such Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by all Registrable Securities with respect to which the Company has received written requests for inclusion therein within sixty ten (6010) days of after the date receipt of the Company's notice. The holders of the Registrable Securities making any such registration request may, at any time prior to the effective date of the registration statement relating to any Demand Registration, revoke such Demand Registration request by providing written notice to the Holders Company. In the event the holders of the Registrable Securities, then Securities exercise such revocation right without reasonable basis after the Company has filed a registration statement pursuant to such request, such holders shall pay bear the Registration Expenses (as defined below) incurred by the Company in connection with any subsequent Long-Form Demand Registration request made hereunder. For purposes of this Section 1.1, the term "reasonable basis" means (i) the occurrence of any event or series of events that become known to all such holders after making their Demand Registration request and that, in the Holders reasonable judgment of Registrable Securitiessuch holders, constitute a material adverse change in the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a pro rata consolidated basis, as liquidated damages, (ii) with respect to the sum period from the date of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day any request for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000date of such revocation, a reduction of ten percent (10%) or more in the market price per share of any class of Registrable Securities (calculated as the average of the closing price for the five most recent consecutive trading days) or (iii) receipt by the Company of the opinion of the managing underwriters referred to in Section 1.4 and reduction pursuant thereto of ten percent (10%) of the Registrable Securities with respect to which a Demand Registration had been requested.

Requests for Registration. At Subject to the provisions of this Article II, any Holder or group of Holders may at any time after one hundred twenty make a written request (120a “Demand Request”) days from the date of this Agreement the Initiating Holders may request for registration under the Securities Act of all or part a number of their Registrable Securities. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders shares of Registrable Securities that (1) represents at least 10% of the shares of BGC Class A Common Stock outstanding on the date of the Demand Request or (2) has an aggregate market value on the date of the Demand Request of greater than $20 million (such written Request, a “Demand Registration”). Such Demand Requests shall specify the amount of Registrable Securities to be registered and any other stockholder having registration rights which entitle it the intended method or methods of disposition. BGC Partners shall, subject to participate the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, as promptly as practicable register under the Securities Act all Registrable Securities included in such registration. The Company Demand Request, for disposition in accordance with the intended method or methods set forth therein; 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 BGC Partners 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 BGC Partners and the Holders), then BGC Partners will include 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. 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 included by such Holder in the Demand Request; second, all shares of BGC Partners Common Stock proposed to be registered for offer and sale by BGC Partners; and third, to shares of BGC Partners Common Stock proposed to be registered pursuant to any piggy-back registration rights of third parties. As promptly as practicable thereafter, but subject to Section 2.3 hereof, BGC Partners 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 respect the intended method or methods set forth in their notices to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's noticeBGC Partners. The Company BGC Partners shall cause its management to cooperate fully and to use its reasonable best efforts to support cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the registration 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 and covered thereby are disposed of in accordance with the sale method or methods of disposition stated therein. Each Demand 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 BGC Partners to register any Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but this Article II during any period (not be limited to, management's attendance and reasonable presentations in respect to exceed 180 days) following the closing of the Company at road shows with respect completion of a distribution of securities offered by BGC Partners that would cause BGC Partners to breach a lock-up provision contained in the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrationsunderwriting agreement for such distribution." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At Subject to Section 2(b) below, (i) at any time and from time to time, the holders of a majority of the CVC Registrable Securities and (ii) at any time after one hundred twenty the earlier of (120x) days from the date fifth anniversary hereof or (y) the six month anniversary of this Agreement the Initiating Holders consummation of a Qualified Public Offering, the holders of a majority of the CMP Registrable Securities, respectively, may request registration registration, whether underwritten or otherwise, under the Securities Act of all or part of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration ("Long-Form Registrations") or on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations") if available. In addition, subject to Section 2(g) below, the holders of a majority of the CVC Registrable Securities may request that the Company file with the SEC a registration statement under the Securities Act on any applicable form pursuant to Rule 415 under the Securities Act (a "415 Registration"). Each request for a Long-Form Registration or Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten (10) days after receipt of any such requestrequest for a Long-Form Registration or Short-Form Registration, the Company will give written notice of such requested registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it will include (subject to participate the provisions of this Agreement) in such registration. The Company will include in such registration , all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 20 days after the receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under pursuant to in this Section 5.2(a2(a) are referred to herein as "Demand Registrations." ". The Holders Company acknowledges that the holders of the CVC Registrable Securities will be entitled to may request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days in connection with a public offering of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty the fourth anniversary of the Closing under the Purchase Agreement, if the Company has not completed an initial public offering of its Common Stock under the Securities Act (120) days from and "IPO"), either the date Investor and/or the holders of this Agreement at least 50% of the Initiating Holders Registrable Securities may request registration of all or part of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registration"). At any time after completion of an IPO, the holders of at least 20% of the Registrable Securities may request registration under the Securities Act of all or part of their Registrable SecuritiesSecurities in a Long-Form Registration, and the holders of any Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations") if available. In addition, the holder of a majority of Medtronic Registrable Securities shall be entitled to initiate a Long-Form Registration as set forth in paragraph 1(b) below. All registrations requested 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 and the anticipated per share price range for such offering. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's notice. The Company number of Demand Registrations which may be requested shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect subject to the offering of Registrable Securities. All registrations requested under this Section 5.2(alimitations set forth in paragraphs 1(b) are referred to herein as "Demand Registrationsand 1(c)below." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At Subject to the terms and conditions of this Agreement, at any time after one hundred twenty and from time to time, the holders of a majority of the Summit Investor Registrable Securities then outstanding may (120i) days from the date of this Agreement the Initiating Holders may request registration under the Securities Act of all or part any portion of their Summit Investor Registrable SecuritiesSecurities on Form S1 (including a Shelf Registration) or any similar long-form registration (“Long-Form Registrations”) in accordance with Section 1B or (ii) if available, request registration under the Securities Act of all or any portion of their Summit Investor Registrable Securities on Form S3 (including a Shelf Registration) or any similar short-form registration (“Short-Form Registrations”) in accordance with Section 1C. Further, subject to the terms and conditions of this Agreement and in the certain instances described herein, the holders of a majority of the Institutional Investor Registrable Securities then outstanding may, if available, request Short-Form Registrations in accordance with Section 1C. All registrations requested pursuant to this Section 1A by the holders of Registrable Securities 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 distribution. Within ten (10) days after receipt of any such request, the Company will shall give written notice of such requested registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it and, subject to participate in such registration. The Company will the terms of Section 1D, shall include in such registration (and in all related registrations and qualifications under state blue sky Laws and in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15i) twenty (20) days after the receipt of the Company's notice. The ’s notice with respect to Long-Form Registrations and (ii) ten (10) days after the receipt of the Company’s notice with respect to Short-Form Registrations; provided that, in instances where Summit Investor Registrable Securities are the subject of the request for a Demand Registration, the Company shall cause its management instead provide notice of the Demand Registration to cooperate fully and all other holders one (1) week prior to use its best efforts to support the non-confidential filing of the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows statement with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A so long as such registration will statement is not count as a Demand an Automatic Shelf Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000Statement.

Requests for Registration. At (a) Subject to Section 1.2, at any time and from time to time on or after one hundred twenty (120) days from the date Effective Time, any Series 2 Holder that owns at least 20,000 shares of this Agreement the Initiating Holders Series 2 Preferred may request registration under the Securities Act of all or part of their Registrable Securities. Within ten Securities (10i) days after receipt of on Form S-1 or any similar long-form registration statement (any such requestregistration, a "Long-Form Demand Registration"), or (ii) on Form S-3 or any similar short-form registration statement (any such registration, a "Short-Form Demand Registration") if the Company qualifies to use such form. Thereafter, the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support promptly effect the registration of the such Registrable Securities and under the sale of Securities Act on the Registrable Securities pursuant to form requested by the holder or holders making such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securitiesrequest. All registrations requested under pursuant to this Section 5.2(a) 1.1 are referred to herein as "Demand Registrations." The Holders Upon receipt of a request for a Demand Registration, the Company will give prompt written notice (in any event within three (3) Business Days after its receipt of such request) of the request for a Demand Registration to all holders of Registrable Securities not making such request and will be entitled to request one include in such Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by all Registrable Securities with respect to which the Company has received written requests for inclusion therein within sixty ten (6010) days of after the date receipt of the Company's notice. The holders of the Registrable Securities making any such registration request may, at any time prior to the effective date of the registration statement relating to any Demand Registration, revoke such Demand Registration request by providing written notice to the Holders of Registrable SecuritiesCompany. (b) On or before June 30, then 2000, the Company shall pay prepare and file with the SEC a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration") registering the resale from time to time by the Investors of all the Holders Registrable Securities (the "Initial Shelf Registration"). The registration statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities, on a pro rata basis, as liquidated damagesSecurities for resale by the Investors. If the Initial Shelf Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time, the sum Company shall use its best efforts to obtain the prompt withdrawal of TWO HUNDRED THIRTY-THREE DOLLARS any order suspending the effectiveness thereof, and in any event shall within thirty ($23330) per day for each day beyond days of such cessation of effectiveness amend the sixty Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or to promptly file an additional Shelf Registration covering all the Registrable Securities (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000a "Subsequent Shelf Registration").

Requests for Registration. At any time after one hundred twenty (120) days from the date holders of this Agreement at least 66% of the Initiating Holders Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long-form registration ("Long-Form Registrations") or on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations") if available. All registrations requested 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 and the anticipated per share price range for such offering. Within ten (10) days after receipt of any such request, the Company will shall give written notice of such requested registration to all other Holders holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will shall include in such registration all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's notice. The holders of Registrable Securities shall be entitled to request two Demand Registrations in which the Company shall cause its management pay all Registration Expenses. A registration shall not count as one of the permitted Demand Registrations until it has become effective, and no Demand Registration shall count as one of the permitted Demand Registrations unless the holders of Registrable Securities are able to cooperate fully register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Demand Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Demand Registrations. All Long-Form Registrations shall be underwritten registrations, and at the election of the holders of a majority of the Registrable Securities included in any Demand Registration, such Demand Registration shall be a Short-Form Registration if the Company is permitted to use the applicable short form. The Company shall use its best efforts to support the registration of the Registrable Securities and make Short-Form Registrations on Form S-3 available for the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At Subject to the provisions of this Article II, any Holder or group of Holders shall may at any time after one hundred twenty make a written request (120a “Demand Request”) days from the date of this Agreement the Initiating Holders may request for registration under the Securities Act of all or part a number of their Registrable Securities. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders shares of Registrable Securities that (1) represents at least 10% of the shares of BGC Class A Common Stock outstanding on the date of the Demand Request or (2) has an aggregate market value on the date of the Demand Request of greater than $20 million (such written Request, a “Demand Registration”). Such Demand Requests shall specify the amount of Registrable Securities to be registered and any other stockholder having registration rights which entitle it the intended method or methods of disposition. BGC Partners shall, subject to participate the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, as promptly as practicable register under the Securities Act all Registrable Securities included in such registration. The Company Demand Request, for disposition in accordance with the intended method or methods set forth therein; 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 BGC Partners 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 BGC Partners and the Holders), then BGC Partners will include 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. 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 included by such Holder in the Demand Request; second, all shares of BGC Partners Common Stock proposed to be registered for offer and sale by BGC Partners; and third, to shares of BGC Partners Common Stock proposed to be registered pursuant to any piggy-back registration rights of third parties. As promptly as practicable thereafter, but subject to Section 2.3 hereof, BGC Partners 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 respect the intended method or methods set forth in their notices to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's noticeBGC Partners. The Company BGC Partners shall cause its management to cooperate fully and to use its reasonable best efforts to support cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the registration 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 and covered thereby are disposed of in accordance with the sale method or methods of disposition stated therein. Each Demand 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 BGC Partners to register any Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but this Article II during any period (not be limited to, management's attendance and reasonable presentations in respect to exceed 180 days) following the closing of the Company at road shows with respect completion of a distribution of securities offered by BGC Partners that would cause BGC Partners to breach a lock-up provision contained in the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrationsunderwriting agreement for such distribution." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement and, as applicable, the Initiating Holders lock-up provisions contained in Section 5.3 of Pubco’s Amended and Restated Bylaws (the “Bylaws”) and the Support Agreements (as defined in the Merger Agreement) 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 part any portion of their Registrable SecuritiesSecurities 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”). Within ten Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Subject to Sections 10(a) and 10(b) (10collectively, the “MNPI Provisions”), within five (5) days Business Days after receipt of any such request, the Company will Pubco shall give written notice of such requested registration to all other Holders holders of Registrable Securities and, subject to the terms and any other stockholder having registration rights which entitle it to participate in such registration. The Company will 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 it Pubco has received written requests for inclusion therein within fifteen five (155) days 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 Company's notice. The Company notice of Demand Registration and shall cause its management 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 cooperate fully and to use its best efforts to support the registration public generally, other than as a result of disclosure by the holder in breach of the Registrable Securities and the sale terms of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand RegistrationsAgreement." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time on or after one hundred twenty (120) days from the date hereof, as set forth in this Section 2.1, the Holders of this Agreement the Initiating Holders Registrable Securities may request registration Katy to register under the Securities Act of all or part of their the Holders' Registrable SecuritiesSecurities (but in no event fewer than 100,000 shares of Katy Common Stock, adjusted proportionately for stock dividends, stock splits and the like occurring after the date hereof) by causing the Holder Representative to make such request in writing to Katy. Within ten (10) days after receipt of any such request, Each request for registration shall state that it is being made pursuant to this Section 2.1 and shall specify the Company will give written notice of such requested registration to all other Holders number of Registrable Securities requested to be registered. Such request for registration shall identify each Holder requesting registration of its Registrable Securities and any other stockholder having the number of such Holder's Registrable Securities requested to be registered as well as certify that the Holder Representative has notified each Holder in writing of the request for registration rights which entitle it and of such Holder's opportunity to participate in such registration. The Company will include Upon a request for a Demand Registration, Katy shall use its commercially reasonable efforts to effect as expeditiously as possible the registration, in such registration accordance with Section 2.3, of all Registrable Securities with respect which Katy has been requested to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's noticeso register. The Company shall cause its management to cooperate fully and to use its best efforts to support the Each registration of the Registrable Securities and the sale of the Registrable Securities requested pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are 2.1 is referred to herein as a "Demand RegistrationsRegistration." The Holders of Registrable Securities will be entitled If Katy notifies the Holder Representative in writing, prior to a request one Demand Registration hereunder. A registration will not count as for a Demand Registration until it has become effective. Should from the Demand Registration not be filed by Holders, of Katy's intent to register securities with the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable SecuritiesCommission, then the Company shall pay to all the Holders of Registrable Securities, on and Katy effects a pro rata basis, as liquidated damagesregistration in accordance with Section 2.2, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder Holders' request shall be $100,000governed by Section 2.2 and shall not constitute a Demand Registration.

Requests for Registration. At any time 181 days after one hundred twenty the Company ------------------------- has completed a public offering of its Common Stock under the Securities Act of 1933, as amended (120) days from the date "Securities Act"), the holders of this Agreement a majority of the Initiating Holders Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable SecuritiesSecurities on Form S-1 or any similar long- form registration ("Long-Form Registrations"), and the holders of 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-2 or S-3 or any similar short-form registration ("Short-Form Registrations") if available. All Long-Form Registrations and Short-Form Registrations are referred to herein as "Demand Registrations." Any Demand Registration may provide for offerings to be made on a continuous or delayed basis under Rule 415 under the Securities Act, if permitted by applicable rules and regulations under the Securities Act. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Within ten (10) days after receipt of any such request, the Company will shall give written notice of such requested registration to all other Holders holders of Registrable Securities Securities, if any, and any other stockholder having registration rights which entitle it to participate in such registration. The Company will shall include in such registration all Registrable Securities with respect to which it the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration holders of a majority of the Registrable Securities and included in any Demand Registration shall have the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled right to request one that any Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000an underwritten registration.

Requests for Registration. At any time after one hundred twenty (120) days from Subject to the date terms and conditions of this Agreement and, as applicable, the Initiating Holders lock-up provisions contained in Section 5.3 of Pubco’s Amended and Restated Bylaws (the “Bylaws”) and the Support Agreements (as defined in the Merger Agreement) 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 part any portion of their Registrable SecuritiesSecurities 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”). Within ten Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Subject to Sections 10(a) and 10(b) (10) days collectively, the “MNPI Provisions”), within five Business Days after receipt of any such request, the Company will Pubco shall give written notice of such requested registration to all other Holders holders of Registrable Securities and, subject to the terms and any other stockholder having registration rights which entitle it to participate in such registration. The Company will 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 it Pubco has received written requests for inclusion therein within fifteen (15) days five 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 Company's notice. The Company notice of Demand Registration and shall cause its management 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 cooperate fully and to use its best efforts to support the registration public generally, other than as a result of disclosure by the holder in breach of the Registrable Securities and the sale terms of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand RegistrationsAgreement." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.

Requests for Registration. At any time commencing on or after one hundred twenty (120) days from the date that is 180 days following the Closing Date, Holder will have the right, by written notice delivered to the Company (a "Demand Notice"), to require the Company to register Registrable Securities under and in accordance with the provisions of this Agreement the Initiating Holders may request registration under the Securities Act (a "Demand Registration"); provided, that, (i) Holder may not make more than four Demand Registrations, (ii) the aggregate offering price (net of all or part of their Registrable Securities. Within ten (10underwriters' discounts and commissions) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities requested by Holder to be so registered must exceed $25,000,000, and (iii) Holder must provide to the Company a certificate (the "Authorizing Certificate") signed by Holder; and provided, further, that no Demand Notice may be given by Holder prior to six months after the effective date of the immediately preceding Demand Registration. For purposes of the preceding sentence, the filing of two or more Registration Statements in response to one demand shall be counted as one Demand Registration. Each request for a Demand Registration by Holder shall state the amount of the Registrable Securities proposed to be sold and the sale intended method of disposition thereof. The Authorizing Certificate shall set forth (A) the name of Holder signing such Authorizing Certificate, (B) the number of Registrable Securities held by such Holder and the number of Registrable Securities such Holder has elected to have registered, and (C) the intended methods of disposition of the Registrable Securities. Holder may at its option withdraw Registrable Securities from a registration and, in such event (1) any continuing registration of Registrable Securities shall constitute the Demand Registration to which Holder is entitled and (2) the withdrawing Holder shall reimburse the Company for any registration and filing fees (including any fees payable to the SEC, the National Association of Securities Dealers, Inc. or any successor organization) it has incurred with respect to the withdrawn Registrable Securities (unless all Registrable Securities are withdrawn, in which case the withdrawing Holder shall reimburse the Company for all costs and expenses incurred by it in connection with the registration of such Registrable Securities). Subject to compliance with clause (2) of the preceding sentence, a registration that is terminated in its entirety prior to the effective date of the applicable Registration Statement will not constitute a Demand Registration. Notwithstanding the foregoing, if at the time of withdrawal, Holder has learned of a material adverse change in the condition, business or prospects of the Company and has withdrawn the request with reasonable promptness following disclosure by the Company, Holder shall not be subject to clause (2) above. If a Demand Registration is not declared and maintained effective for the period required by Section 2(b) or if the consummation of the offering of Registrable Securities pursuant to such registration as promptly as Demand Registration (A) is practicable. Such cooperation shall includeinterfered with by any stop order, but not be limited to, management's attendance and reasonable presentations in respect injunction or other order or requirement of the Company at road shows SEC or other governmental agency or court for any Person which is not directly caused by the act or omission of any Holder and such act or omission is not thereafter eliminated or (B) the conditions specified in the underwriting agreement with respect to the offering an Underwritten Offering, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will a failure by Holder, then Holder shall be entitled to request one an additional Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000in lieu thereof.