Common use of Requests for Registration Clause in Contracts

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”), the Company will seek registration under the Securities Act of all or part of their Registrable Shares on Form S-1 or any similar long-form registration (“Long-Form Registration”) or, if available, on Form S-2 or S-3 or any similar short-form registration (“Short-Form Registration”) (either of such registrations, a “Demand Registration”). Within five (5) days of the 8K Filing Date, the Company will, subject to Section 2.2 below, give written notice of its intent to make a Demand Registration to all other holders of Registrable Shares and will include in such registration all Registrable Shares with respect to which the Company has received written requests for inclusion within twenty-five (25) days after delivery of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to At any time after June 30, 2003, or such earlier time as the terms Company has completed a public offering of this its equity securities registered under the Securities Act, the holders of at least a majority of then outstanding Underlying Common Stock (as defined in the Series A Purchase Agreement, on ) issued or before thirty issuable upon conversion of the Series A Preferred or the holders of at least a majority of then outstanding Underlying Common Stock (30as defined in the Series C Purchase Agreement) days after issued or issuable upon conversion of the date Series C Preferred or ZAM (so long as ZAM and its Affiliates are collectively the Current Form 8K regarding holders of at least 25% of the Merger Agreement is filed with Originally Acquired Shares (as defined in the Commission Series C Purchase Agreement) (the “8K Filing Date”), the Company will seek "INITIATING HOLDERS") may request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“Long"LONG-Form Registration”FORM REGISTRATIONS") or, if available, on Form S-2 or S-3 or any similar short-form registration (“Short"SHORT-Form Registration”) (either of such registrations, a “Demand Registration”FORM REGISTRATIONS"). 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 five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to paragraph 1(d) below, shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days At any time after the date hereof and prior to the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)Company's Initial Public Offering, the Company will seek LLC (and, upon the LLC's dissolution, the holders of a majority of the Frontenac Registrable Securities then outstanding) may request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 S-l or any similar long-form registration (“a "Long-Form Registration”"). After the Company's Initial Public Offering, the LLC may request three Long-Form Registrations and an unlimited number of Short-Form Registrations (as defined below). If after the Company's Initial Public Offering, the LLC dissolves: (i) orthe holders of a majority of the Frontenac Registrable Securities then outstanding, if availablemay request up to two Long-Form Registrations, (ii) the holders of at least 5% of the Registrable Securities then outstanding may request an unlimited number of registrations 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; provided that the aggregate offering value of the Registrable Securities requested to be registered in any registration under this Section l(a) (any "Demand Registration") must equal at least $20 million if the registration is the Company's Initial Public Offering, at least $10 million in any other Long-Form Registration, and at least $10 million in any Short-Form Registration”) . All requests for Demand Registrations shall be made by giving written notice to the Company (either of such registrations, a “the "Demand Registration”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 five (5) ten days after receipt of the 8K Filing Dateany Demand Notice, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to the provisions of Section l(d) below, shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms and conditions of this Agreement, on or before thirty (30) at any time 180 days after the date Company has completed a public offering of its Common Stock under the Current Form 8K regarding the Merger Agreement is filed with the Commission Securities Act (the an “8K Filing DateIPO”), the Company will seek holders of Investor Registrable Securities may request registration under the Securities Act of all or part any portion of their Investor Registrable Shares Securities on Form S-1 or any similar long-form registration (“Long-Form RegistrationRegistrations”) or), if available, and the holders of Investor Registrable Securities may request registration under the Securities Act of all or any portion of their Investor Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-short- form registration (“Short-Form RegistrationRegistrations”) (either of such registrations, a if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registration”)Registrations.” Each request for a Demand Registration shall specify the approximate number of Investor Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Investor Registrable Shares and will Securities and, subject to the terms of Section 1(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 Investor Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five fifteen (2515) days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to At any time after the terms earlier of this Agreement(i) June 17, on 2008 or before thirty (30ii) days six (6) months after the date the Current Form 8K regarding Company has completed a public offering of its equity securities under the Merger Agreement is filed with the Commission (the “8K Filing Date”)Securities Act, the Company will seek holders of at least seventy percent (70%) of the Investor Registrable Securities issued or issuable in respect of the Senior Preferred Stock may request registration under the Securities Act of all or part any portion of their Investor Registrable Shares Securities on Form S-1 S-l or any similar long-form registration (“Long-"Long Form Registration”Registrations"), and the holders of at least seventy percent (70%) or, if available, of the Investor Registrable Securities issued or issuable in respect of the Senior Preferred Stock may request registration under the Securities Act of all or any portion of their investor Registrable Securities on Form S-2 or S-3 or any similar short-form registration (“"Short-Form Registration”Registrations") (either if available for use by the Company. All registrations requested pursuant to this paragraph 2.1(a) are referred to herein as "Demand Registrations." Each request for a Demand Registration shall specify the approximate number of Investor Registrable Securities requested to be registered by the holders making such registrations, a “Demand Registration”)request. Within five ten (510) days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Investor Registrable Shares and will Securities and, subject to the terms of paragraph 2.1(d) hereof, shall include in such registration all Investor Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five thirty (2530) days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to At any time the terms holders of this Agreement, on or before thirty (30) days after a majority of the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”), the Company will seek Xxxx Registrable Securities may request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“"Long-Form Registration”Registrations") or, if available, on Form S-2 or S-3 or any similar short-form registration Registration (“"Short-Form Registration”Registrations"). In addition, (i) at any time after the underwritten initial public offering of the Company's Common Stock (either the "IPO"), the holders of such registrationsa majority of the Existing Stockholder Registrable Securities may request a Long-Form Registration or, if available, a “Short-Form Registration and (ii) at any time after the later of (A) the fifth anniversary of the date hereof and (B) 180 days after the IPO, the holders of a majority of the Management Registrable Securities may request a Long-Form Registration or, if available, a Short-Form Registration (a "Management Demand Registration”"). 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 five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and Securities and, subject to paragraph 1(d) below, will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this paragraph 1(a) Long-Form Registrations or Short-Form are referred to herein as "Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder."

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days At any time after the date that is 180 days after an Initial Public Offering, (i) the Current Form 8K regarding holders of a majority of the Merger Agreement is filed with Apollo Registrable Securities or (ii) the Commission (holders of a majority of the “8K Filing Date”)Carlyle Registrable Securities, the Company will seek each may request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 or any similar long-form registration statement (“Long-Form RegistrationRegistrations”) or, if available, such holders may request registration under the Securities Act of all or part of their Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement (“Short-Form Registration”) (either of such registrations, a “Demand RegistrationRegistrations”). 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 five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and Securities and, subject to paragraph 1(d) below, will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 10 days after delivery the receipt of the Company’s notice. MTFSubject to paragraph 5(b), HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any a Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will shall not count as a request for registration pursuant to this paragraph 1 if at least 50% of the Registrable Securities that the holders initiating such Demand Registration hereunderhave requested to be registered in such Demand Registration are not registered for reasons other than their voluntary decision not to do so. All registrations requested pursuant to this paragraph 1(a) are referred to herein as “Demand Registrations.”

Requests for Registration. Subject to the terms and conditions of this Agreement, at any time and from time to time following the earlier of the date on or before thirty which the Company completes an initial public offering of its Common Stock under the Securities Act (30an “Initial Public Offering”) days and the date five (5) years after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)hereof, the Company will seek holders of a majority of the Investor Registrable Securities then outstanding may (i) request registration under the Securities Act of all or part any portion of their Investor Registrable Shares Securities on Form S-1 or any similar long-form registration (“Long-Form RegistrationRegistrations”) or, in accordance with Section 1B or (ii) if available, request registration under the Securities Act of all or any portion of their Investor Registrable Securities on Form S-2 or S-3 (including a Shelf Registration (as defined below)) or any similar short-form registration (“Short-Form RegistrationRegistrations”) (either in accordance with Section 1C. All registrations requested pursuant to this Section 1A by the holders of such registrations, a Registrable Securities are referred to herein as “Demand Registration”)Registrations.” Each request for a Demand Registration shall specify the approximate number of Investor Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within five ten (510) days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to 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 Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five twenty (2520) days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms The Holders of this Agreement, on or before more than thirty percent (30%) days after of the date the Current Form 8K regarding the Merger Agreement is filed with the Commission Registrable Securities then outstanding (the “8K Filing DateRequesting Holders”), the Company will seek ) may request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registration”) ), or, if available, on Form S-2 or S-3 or any similar short-form registration statement (“Short-Form Registration”); provided, that the Company shall not be required to effect a Long-Form Registration prior to the earlier of (i) three (either 3) years from the date of this Agreement and (ii) six (6) months subsequent to the Company’s first firm commitment underwritten public offering of its Common Stock under the Securities Act (an “IPO”); provided, further, that any such registrations, request shall cover the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000. Any registration requested pursuant to this paragraph (a) is referred to herein as a “Demand Registration”).” Each request for a Demand Registration shall specify the number of Registrable Securities requested to be registered and the proposed underwriter. Within five (5) days of In the 8K Filing Dateevent that the Company receives a request for Demand Registration from the Requesting Holders, the Company will, subject to Section 2.2 belowshall: (i) within ten (10) days after receipt of any such request, give written notice of its intent to make a Demand Registration such requested registration to all other holders Holders (if any) of Registrable Shares Securities; (ii) as soon as practicable use its best efforts to file with the SEC a registration statement under the Securities Act; and will (iii) subject to paragraphs (d) and (e) below, include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five twenty (2520) days after the mailing or delivery of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one notice of the permitted such requested Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunderRegistration.

Requests for Registration. Subject to the terms of this Agreement, At any time on or before thirty (30) days after the third anniversary of the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)hereof, the Company will seek holders of a majority of the Investor Registrable Securities may request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“Long-Form RegistrationRegistrations”) or, if available, on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form Registration”) (either of such registrations, a “Demand RegistrationRegistrations”). All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations”; provided, however, that a Demand Registration may only be made if the sale of the Investor Registrable Securities requested to be registered by the holders of a majority of the Investor Registrable Securities is reasonably expected to result in a sale of at least 750,000 shares of Class A Common Stock. 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 and whether the Demand Registration will be underwritten. Within five ten (510) days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and Securities and, subject to Section 1(d), will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein from such Persons within twenty-five fifteen (2515) days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the following paragraphs of this Section 3(a), (i) prior to the date that is ten years after the date hereof the Initial Member, and on or after the date that is ten years after the date hereof the Initial Member and the Minority Member, shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register, pursuant to the terms of this Agreement, on or before thirty (30) days after the date the Current Form 8K regarding the Merger Agreement is filed under and in accordance with the Commission provisions of the Securities Act, the sale of a number of LLC Units (which may or may not be Registrable Securities) specified by the Initial Member or the Minority Member to be so sold in the initial Public Offering (an “8K Filing DateIPO Demand”); (ii) following the initial Public Offering, each of the Initial Member and the Minority Member shall have the right, by delivering, directly or indirectly, a written notice to the Company, to require the Company to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the Company will seek registration under number of Registrable Securities requested to be so registered by the Securities Act Initial Member or the Minority Member pursuant to the terms of all this Agreement, (any such written notice pursuant to clause (i) or part of their Registrable Shares on Form S-1 or (ii), a “Demand Notice” and any similar long-form registration (“Long-Form Registration”) or, if available, on Form S-2 or S-3 or any similar short-form registration (“Short-Form Registration”) (either of such registrationsregistration, a “Demand Registration”). Within five ; provided, however, that, in each case, a Demand Notice may only be made if the Registrable Securities requested to be registered in such Demand Notice is reasonably expected by such demanding Shareholder to result in aggregate gross cash proceeds in excess of $200,000,000 (5) days of without regard to any underwriting discount or commission); provided, further that, unless the 8K Filing DateInitial Member shall otherwise consent, the Company willshall 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 Company 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; provided, however, that notwithstanding the foregoing, if a Demand Notice is delivered or caused to be delivered by the Minority Member pursuant to its right to make an IPO Demand under Section 3(a)(i), such notice shall be deemed to have been delivered on the date that is 120 days after the date that such notice is delivered by the Minority Member. During the 120 day period set forth in the immediately preceding sentence of this Section 3(a), the Company shall consult with the Initial Member and, if directed by the Initial Member, the Company shall prepare an Alternative IPO Entity for the initial Public Offering in accordance with Section 11 hereof and any demand made by the Minority Member shall thereafter be deemed to be a Demand Notice in respect of the IPO Units; provided that, prior to the date that is ten years after the date hereof, no Member (other than the Initial Member) shall be entitled to serve a Demand Notice in respect of the LLC Units or the IPO Units until the date that is 30 days after the final day of any lock-up period relating to the IPO agreed between the Alternative IPO Entity and the underwriters managing the IPO of the Alternative IPO Entity. No Demand Registration or related Demand Notice shall be deemed to have occurred for purposes of this Section 3 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 3, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Notice and Demand Registration in lieu thereof. Within 10 days after receipt by the Company of an IPO Demand in accordance with clause (i) of the first paragraph of this Section 3(a), provided that the Member serving the IPO Demand proposes to include Registrable Securities held by such Member in the offering that is the subject of such IPO Demand, or a Demand Notice in accordance with clause (ii) of the first paragraph of this Section 3(a), the Company shall give written notice (the “Participation Notice”) of such IPO Demand or Demand Notice to all other Shareholders directly or indirectly holding Registrable Securities and shall, subject to the provisions of Section 2.2 below3(b) hereof, give written notice of its intent offer to make a Demand Registration such Shareholders the opportunity to all other holders of Registrable Shares and will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery such Participation Notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the number of the Company’s notice. MTF, HIC and AFH will each Registrable Securities to be entitled to request two (2) Long-Form Registrations or Short-Form Registrationsregistered and/or, in which the Company will paycase of an initial Public Offering, in each casethe number of LLC Units to be issued or sold, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder intended methods of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registrationdisposition thereof. The Company shall be entitled required to include in maintain the effectiveness of the Registration Statement with respect to any Demand Registration shares for a period of at least 180 days (two years for a shelf registration statement) after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to be sold by the period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company for its own account, provided that in the event that the number or an underwriter of shares included by the Company exceeds fifty percent (50%) pursuant to the provisions of the shares registered in such registration, such registration will not count as a Demand Registration hereunderthis Agreement.

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)Sections 1.2 and 1.3 hereof, the Company will seek Required Investors may request, in writing, registration under the Securities Act of all or part of their Registrable Shares Securities. Within twenty (20) days after receipt of any such request, the Company will give notice of such request to all other Investors. Thereafter, the Company will use all reasonable efforts to effect the registration under the Securities Act (i) on Form S-1 or any similar long-form registration statement (“a "Long-Form Registration”") or, if available, or (ii) on Form S-2 or S-3 or any similar short-form registration statement (“a "Short-Form Registration”") (either of such registrations, a “Demand Registration”). Within five (5) days of the 8K Filing Date, if the Company willqualifies to effect a Short Form Registration, subject to Section 2.2 below, give written notice of its intent to make a Demand Registration to all other holders of Registrable Shares and will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five twenty (2520) days after delivery the receipt of the Company’s 's notice, subject to the provisions of Section 1.4. MTFAll registrations requested pursuant to this Section 1.1 are referred to herein as "Demand Registrations". The Company shall not be required to effect any Demand Registration requested by a Required Investor if either (a) within the six (6) months preceding the receipt by the Company of such request, HIC and AFH will each be entitled the Company has filed a registration statement to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, Piggyback Registration rights set forth in each case, Article II hereof apply or (b) such Required Investor may sell all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, Securities requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares without registration under the Securities Act, pursuant to the exemption provided by (i) Rule 144(k) under the Securities Act, as such rule may be sold amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunderCommission.

Requests for Registration. Subject to Section 2(b) below, (i) at any time and from time to time, the terms holders of a majority of (A) the 399 Venture Registrable Securities and (B) the BRS Registrable Securities may together request, and (ii) on the earlier of (A) the third anniversary of this Agreement, on or before thirty Agreement and (30B) days after the date consummation of an underwritten public offering of shares of Common Stock registered under the Current Form 8K regarding Securities Act (provided that in no event shall the Merger issuance of Common Stock pursuant to the Purchase Agreement is filed with the Commission (the “8K Filing Date”be deemed an underwritten public offering for purposes hereof), either (x) the Company will seek registration holders of a majority of the 399 Venture Registrable Securities, or (y) the holders of a majority of the BRS Registrable Securities may each request (1) registration, whether underwritten or otherwise, under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“"Long-Form Registration”- 3 - Registrations") or, if available, or on Form S-2 or S-3 or any similar short-form registration (“"Short-Form Registrations"), if available or (2) 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”) (either of such registrations, a “Demand 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 five (5) ten days after receipt of the 8K Filing Dateany such request for a Long-Form Registration, Short-Form Registration or 415 Registration, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will include (subject to the provisions of this Agreement) in such registration registration, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 20 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2in this Section 2(a) Long-Form Registrations or Short-Form are referred to herein as "Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder".

Requests for Registration. Subject to the terms and conditions of this Agreement, on or before thirty (30) at any time beginning 180 days after the date Company has completed its initial public offering (an “IPO”) of Common Stock under the Current Form 8K regarding the Merger Agreement is filed with the Commission Securities Act of 1933, as amended (the “8K Filing DateSecurities Act”), the Company will seek holders of a majority of the Investor Registrable Securities (defined below) may request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration statement (“Long-Form RegistrationRegistrations”) or), if available, and the Major Holders of 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 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement (“Short-Form RegistrationRegistrations”) (either of such registrations, a if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand RegistrationRegistrations”). 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 five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Investor Registrable Shares and will Securities (or, in the case of a Short-Form Registration, to all Major Holders) and, subject to the terms of Section 1(d), 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 (or, in the case of Short-Form Registrations, all Registrable Shares Securities held by Major Holders) with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of this AgreementSections 1(b) and 1(c), on or before thirty (30) days at any time after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Reorganization Date”), the Company will seek Majority Onex Investors may request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“Long"LONG-Form Registration”FORM REGISTRATIONS") or, if available, on Form S-2 or S-3 or any similar short-form registration (“"SHORT-FORM REGISTRATIONS"). In addition, at any time after the consummation of a Public Offering, the holders of a majority of the Registrable Securities may request Long-Form Registrations or, if available, Short-Form Registration”Registrations of all or part of their Registrable Securities until such holders cease to hold at least 10% of the number of Registrable Securities held by such holders as of the date hereof. Each request for a registration under this Section 1(a) (either shall specify the approximate number of such registrations, a “Demand Registration”)Registrable Securities requested to be registered and the proposed method of distribution. Within five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and Securities and, subject to Section 1(d), will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this Section 1(a) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (are referred to herein as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder"DEMAND REGISTRATIONS."

Requests for Registration. Subject to At any time after the terms third anniversary of this the Closing under the Purchase Agreement, on or before thirty (30) days after the date holders of a majority of the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”), the Company will seek registration Registrable Securities then outstanding may request up to three registrations under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration as the Company may elect (“Long"LONG-Form Registration”) orFORM REGISTRATIONS"), if available, and the holders of at least one-third of the Registrable Securities then outstanding 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 as the Company may elect (“"SHORT-FORM REGISTRATIONS"), 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 $25 million in any Long-Form Registration and at least $5 million in any Short-Form Registration”) . All requests for Demand Registrations shall be made by giving written notice thereof to the Company (either of such registrations, a “Demand Registration”"DEMAND NOTICE"). Each Demand Notice shall specify the number of Registrable Securities requested to be registered. Within five (5) ten business days after receipt of the 8K Filing Dateany Demand Notice, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to the terms of paragraph 1(e) hereof, shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 business days after the delivery of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2's notice in accordance with Section 10(k) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunderhereof.

Requests for Registration. Subject The Securityholders contemplate the organization of a corporation and reorganization or recapitalization of the LLC pursuant to SECTION 15.7 of the LLC Agreement. The corporate successor to the terms LLC shall be referred to herein as the "COMPANY." At any time after the organization of this Agreementthe Company, the holders of a majority of the Investor Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or before thirty any similar long-form registration (30"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. In addition, subject to SECTION 1(c), no earlier than 180 days after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)Company has completed its initial public offering, the Company will seek holders of a majority of the TCW/Crescent Registrable Securities may request registration under the Securities Act of all or part of their Registrable Shares on Form S-1 or any similar long-form registration (“Long-Form Registration”) or, if available, on Form S-2 or S-3 or any similar short-form registration (“Securities in a Short-Form Registration”, if available. All registrations requested pursuant to this SECTION 1(a) (either 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 registrations, a “Demand Registration”)offering. Within five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms and conditions of this Agreement, (i) on any two (2) occasions from and after 180 days following the IPO or, if earlier, the release (whether in whole or before thirty (30in part) days after of the date Shares held by a Holder pursuant to the Current Form 8K regarding the Merger Agreement is filed lock-up agreement entered into with the Commission underwriters pursuant to the IPO, (A) Holders of at least fifty percent (50%) of the “8K Filing Date”)Registrable Securities or (B) the Lead Investor, so long as the Company will seek Lead Investor holds at least twenty-five percent (25%) of the Registrable Securities, may, in each case, request registration under the Securities Act of all or part at least twenty-five percent (25%) of their the Registrable Shares Securities on Form S-1 or any similar long-form registration (“Long-Form RegistrationRegistrations”), and (ii) oron no more than two (2) occasions in any twelve (12) month period, if available, Holders of at least twenty percent (20%) 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 RegistrationRegistrations”) if available; provided that the Company shall not be obligated to file registration statements relating to any (either A) Long-Form Registration under this Section 2(a) unless the market value of such registrations, a the Registrable Securities proposed to be registered is at least $50 million or (B) Short-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $20 million. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” Following such Demand Registration”). Within five , the Company shall use reasonable commercial efforts to file a registration statement under the Securities Act covering the registration of all Registrable Securities that the relevant Holders request to be registered (5as set out below) as promptly as possible but in any event within sixty (60) days of the 8K Filing Datemailing of the Company’s notice pursuant to this Section 2(a), provided that all necessary documents for such registration can be obtained and prepared within such 60-day period. The Holders making a 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(d) applies, upon receipt of the request for the Demand Registration, the Company will, subject to Section 2.2 below, shall as promptly as reasonably practicable (but in no event later than ten days after receipt of the request for the Demand Registration) give written notice of its intent to make a the Demand Registration to all other holders Holders who hold Registrable Securities and, subject to the terms of Registrable Shares and 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 Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty(x) 15 days, in the case of any notice with respect to a Long-five Form Registration, or (25y) days ten days, in the case of any notice with respect to a Short-Form Registration, after delivery the receipt of the Company’s notice. MTF, HIC Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and AFH will each be entitled to request two (2) Long-Form Registrations shall not disclose or Short-Form Registrations, use the information contained in which such notice of Demand Registration without the prior written consent of the Company will payor 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 each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one breach of the permitted Demand Registrations until it has become effective and the holder terms of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunderthis Agreement.

Requests for Registration. Subject to the terms and conditions set forth herein, at any time and from time to time following the fifth (5th) year anniversary of this Agreement, on or before thirty (30) days after the date hereof, any holder or group of holders of Investor Registrable Securities (including for this purpose any of such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all of the Current then outstanding Investor Registrable Securities (in the case of a Long-Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company will seek registration under the Securities Act of all or part any portion of such holders’ and their affiliates’ Registrable Shares Securities on Form S-1 or any similar long-form registration (“Long-Form RegistrationRegistrations”) ), or, if available, on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form RegistrationRegistrations”), if available. All registrations requested pursuant to this Section 1(a) (either of such registrations, a are referred to herein as “Demand Registration”)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 five (5) 20 days after receipt of any such request, unless the 8K Filing DateCompany has converted the request into a Piggyback Registration in accordance with Section 2 of this Agreement, in which case Section 2 shall govern it, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to Section 1(e) below, shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 20 days after delivery the receipt of the Company’s notice. MTFIt shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, HIC and AFH will each be entitled to request two (2) in the case of a Long-Form Registrations or Registration, at least $25,000,000, and in the case of a Short-Form RegistrationsRegistration, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent $10,000,000 (50%) using the lowest number if a range of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by prices is provided as the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunderanticipated per share or per unit price).

Requests for Registration. Subject to the terms and conditions of this Agreement, on or before thirty (30) days at any time after the earlier of [***] or the [***] anniversary of the date on which the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)Company has completed a Qualified Public Offering, the Company will seek holders of at least [***] of the Registrable Securities may request registration under the Securities Act of all or part at least [***] of their aggregate Registrable Shares Securities or such lesser number of shares resulting in aggregate offering proceeds of at least [***] on Form S-1 or any similar long-form registration (“Long-Form RegistrationRegistrations”) or), if available, and the holders of at least [***] 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 RegistrationRegistrations”) (either of such registrations, a if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registration”)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 five (5) days [***] after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to the terms of 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 Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) days [***] after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)Preferred Stockholder may, the Company will seek at any time, request registration under the Securities Act of all or part of their its Registrable Shares (provided that if the request is for less than all of the Registrable Shares then held, the request must be for at least 25% of the number of shares of Common Stock which the Preferred Stockholder would hold upon conversion of all shares of Preferred Stock held by the Preferred Stockholder as of the date of this Agreement), on Form S-1 or any similar long-form registration (“"Long-Form Registration”") or, if available, on Form S-2 or S-3 or any similar short-form registration (“a "Short-Form Registration”) (either of such registrations, " - a “Long Form Registration and Short Form Registration are defined as a "Demand Registration”"). Within five thirty (530) days after receipt of the 8K Filing Dateany request pursuant to this Section 2.1, the Company will, subject to Section 2.2 below, give written notice of its intent to make a Demand Registration such request to all other holders of Registrable Shares parties hereto and will include in such registration all Registrable Shares with respect to which the Company has received written requests for inclusion within twenty-five thirty (2530) days after delivery of the Company’s 's notice. MTF, HIC and AFH The Preferred Stockholder will each be entitled to request two (2) Long-Form Demand Registrations or Short-Form Registrations, in which the Company will pay, in each case, pay all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registrationeffective. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)At any time, the Company will seek holders of a majority of the Spectrum Registrable Securities may request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 S-I or any similar long-form registration statement (“Long-Form RegistrationRegistrations”) or, if available, on Form S-2 or S-3 or any similar short-form registration statement (“Short-Form Registration”) (either of such registrations, a “Demand RegistrationRegistrations”). 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 five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and Securities and, subject to paragraph 1(d) below, will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s notice. MTFSubject to paragraph 5(b) below, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any a Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will shall not count as a request for registration pursuant to this paragraph 1(a) if at least 75% of the Registrable Securities that the holders initiating such Demand Registration hereunderhave requested to be registered in such Demand Registration are not registered for reasons other than their voluntary decision not do so. A registration requested pursuant to this paragraph 1(a) is referred to herein as a “Demand Registration” and all such registrations are referred to herein as “Demand Registrations.”

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days At any time after the date Closing under ------------------------- the Current Form 8K regarding Recapitalization Agreement and the Merger Agreement is filed with conversion of the Commission (the “8K Filing Date”)Partnership from a limited partnership to a corporation, the Company will seek holders of a majority of the Bain Registrable Securities may request registration under the Securities Act of 1933, as amended (the "Securities Act"), of (x) all or part any portion of their -------------- Registrable Shares Securities on Form S-1 or any similar long-form registration (“Long-"Long- ----- Form Registration”Registrations"), and (y) or, if available, all or any portion of their Registrable Securities ------------------ on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“"Short-Form Registration”Registrations"), if available. ------------------------ All registrations requested pursuant to this paragraph 1(a) (either 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 registrations, a “Demand Registration”)offering. Within five (5) 10 days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to paragraph 1(d) below, shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)At any time, the Company will seek holders of a majority of the outstanding Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“"Long-Form Registration”) orRegistrations"), if available, or on Form S-2 or S-3 or any similar short-form registration (“"Short-Form Registration”Registrations"), if available, provided, that if the Company has not previously filed a registration statement on Form S-1 (or any successor form) which has become effective pursuant to the Securities Act covering the sale of shares of its common stock (either an "Initial Public Offering"), such majority shall include the holders of such registrationsa majority of the Investor Registrable Securities. Notwithstanding the foregoing, if there has been no Initial Public Offering within five years after the date of this Agreement, holders of at least 60 percent of the outstanding Registrable Securities not held by Citicorp Venture Capital, Ltd. or its affiliates will have the right to request a “Demand Registration”Long-Form Registration hereunder (the "Standby Registration Right"). Within five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests from any holder of Registrable Securities for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this Section 1(a) Long-Form Registrations or Short-Form Section 1(d) are collectively referred to herein as "Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder."

Requests for Registration. Subject at all times to the terms right of this Agreementholders of the Prior Registrable Securities in the registration of such shares, on or before thirty (30) days the Purchaser may at any time after the date earlier of three years from the Current Form 8K regarding last Closing Date or the Merger Agreement is filed with the Commission six-month period following a Qualifying IPO, request registration (the “8K Filing DateRegistration”), the Company will seek registration ) under the Securities Act of all or part of their its Registrable Shares on Form S-1 or any similar long-form registration (“Long-Form Registration”) or, if available, Securities on Form S-2 or S-3 or any similar short-form of registration (“Short-Form Registration”) (either having an aggregate offering price to the public of such registrations, a “Demand Registration”). Within five (5) days not less than $10,000,000 net of the 8K Filing Dateunderwriting costs and commissions, the Company willwill use its commercially reasonable efforts to cause such shares to be registered subject to customary market hold back provisions, provided the Purchaser together with another Purchaser or Purchasers requesting such Registration are then holding not less than a majority of holders of the outstanding shares of Preferred Shares, including common stock issued on the conversion of the Preferred Shares. Each request for a Demand Registration shall specify the number of Registrable Securities requested to be registered and the proposed underwriter. Within 10 days after receipt of any such request, the Company will give written notice of such requested registration to all other holders (if any) of Registrable Securities and, subject to Section 2.2 8.1(c) below, give written notice of its intent to make a Demand Registration to all other holders of Registrable Shares and will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this Section 8.1(a) Long-Form Registrations or Short-Form are referred to herein as “Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.”

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days At any time after the date that is 180 days after an Initial Public Offering, (i) the Current Form 8K regarding holders of a majority of the Merger Agreement is filed with Apollo Registrable Securities or (ii) the Commission (holders of a majority of the “8K Filing Date”)Carlyle Registrable Securities, the Company will seek each may request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 S-l or any similar long-form registration statement (“Long-Form RegistrationRegistrations”) or, if available, such holders may request registration under the Securities Act of all or part of their Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement (“Short-Form Registration”) (either of such registrations, a “Demand RegistrationRegistrations”). 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 five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and Securities and, subject to paragraph l(d) below, will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 10 days after delivery the receipt of the Company’s notice. MTFSubject to paragraph 5(b), HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any a Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will shall not count as a request for registration pursuant to this paragraph 1 if at least 50% of the Registrable Securities that the holders initiating such Demand Registration hereunderhave requested to be registered in such Demand Registration are not registered for reasons other than their voluntary decision not to do so. All registrations requested pursuant to this paragraph l(a) are referred to herein as “Demand Registrations.”

Requests for Registration. Subject to At any time on or after the terms first anniversary of the date of this Agreement, on or before thirty (30i) days after the date holders of at least a majority of the Current Form 8K regarding Perry Registrable Securities and (ii) the Merger Agreement is filed with holders of at least a majority of the Commission (Other Investor Registrable Securities may, subject to the “8K Filing Date”)limitations set forth in Section 1(b) below, the Company will seek each request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“"Long-Form Registration”Registrations"), and (1) or, if available, the holders of at least a majority of the Perry Registrable Securities and (2) the holders of at least a majority of the Other Investor Registrable Securities may each 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 Registration”Registrations") (either if available. 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 registrations, a “Demand Registration”)offering. Within five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to the terms of Section 1(d) hereof, shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to At the request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder holders of at least a majority of the Registrable SharesSecurities requesting a Demand Registration, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The the Company shall be entitled file with the Securities and Exchange Commission a registration statement pursuant to include in any Demand Rule 415 promulgated under the Securities Act (a "Shelf Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunderStatement").

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)Stockholder may, the Company will seek at any time, request registration under the Securities Act of all or part of their Registrable Shares on Form S-1 or any similar long-form registration (“Long-Form Registration”) or, if available, on Form S-2 or S-3 or any similar short-form registration (“Short-Form Registration”) (either of such registrations, a “Demand Registration”). Within five thirty (530) days after receipt of the 8K Filing Date, the Company willany request pursuant to this Section 2.1, subject to Section 2.2 below, the Company shall give written notice of its intent to make a the Demand Registration to all other holders of Registrable Shares and will include in such registration all Registrable Shares with respect to which the Company has received written requests for inclusion within twenty-five (25) days after delivery of the Company’s notice. MTF, HIC and AFH Stockholder will each be entitled to request two three (23) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder holders of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of this AgreementAt any time after April 14, on 1994 or before thirty (30) days after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”), such earlier time as the Company will seek has completed a public offering of its equity securities under the Securities Act, any single holder of at least 10% of the then outstanding Registrable Securities or any two or more holders in aggregate of at least 15% of the then outstanding Registrable Securities may request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“"Long-Form Registration”) orRegistrations"), if availableand, except for the National II/III Demand (as to which no minimum percentage shall apply and which is defined below), any single holder of at least 10% of the Registrable Securities or any two or more holders of in aggregate of at least 15% of the then outstanding 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 Registration”Registrations") (either 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 registrations, a “Demand Registration”)offering. Within five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this paragraph 1(a) Long-Form Registrations or Short-Form are referred to herein as "Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder."

Requests for Registration. Subject to Section 8.1(b) below, the terms of this Agreement, on or before thirty (30) days Purchaser may at any time after the date earlier of three years from the Current Form 8K regarding last Closing Date or the Merger Agreement is filed with the Commission six-month period following a Qualifying IPO, request registration (the “8K Filing DateRegistration”), the Company will seek registration ) under the Securities Act of all or part of their its Registrable Shares on Form S-1 or any similar long-form registration (“Long-Form Registration”) or, if available, Securities on Form S-2 or S-3 or any similar short-form of registration (“Short-Form Registration”) (either having an aggregate offering price to the public of such registrations, a “Demand Registration”). Within five (5) days not less than $10,000,000 net of the 8K Filing Dateunderwriting costs and commissions, the Company willwill use its commercially reasonable efforts to cause such shares to be registered subject to customary market hold back provisions, provided the Purchaser together with another Purchaser or Purchasers requesting such Registration are then holding not less than 50% of the outstanding shares of Preferred Shares, including common stock issued on the conversion of the Preferred Shares. Each request for a Demand Registration shall specify the number of Registrable Securities requested to be registered and the proposed underwriter. Within 10 days after receipt of any such request, the Company will give written notice of such requested registration to all other holders (if any) of Registrable Securities and, subject to Section 2.2 8.1(c) below, give written notice of its intent to make a Demand Registration to all other holders of Registrable Shares and will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this Section 8.1(a) Long-Form Registrations or Short-Form are referred to herein as “Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.”

Requests for Registration. Subject to paragraph 2(b) below, (i) the terms holders of this Agreementa majority of the THLI Registrable Securities may request, at any time and from time to time, registration under the Securities Act, of all or part of their THLI Registrable Securities on Form S-1 or before thirty any similar long-form registration (30) days after the date the Current "Long-Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”Registrations"), the Company will seek (ii) each holder of THLI Registrable Securities may request registration under the Securities Act of all or part of their THLI Registrable Shares on Form S-1 or any similar long-form registration (“Long-Form Registration”) or, if available, Securities on Form S-2 or S-3 or any similar short-form registration (“"Short-Form Registration”Registrations"), if available, and (iii) the holders of a majority of the Series D Registrable Securities or the Series E Registrable Securities may request Short-Form Registrations, if available. Each request for a Demand Registration (either as defined below) shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such registrations, a “Demand Registration”)offering. Within five ten (510) days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five twenty (2520) days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this paragraph 2(a) Long-Form Registrations or Short-Form are referred to herein as "Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder".

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days At any time after the date earlier of (i) the Current Form 8K regarding second anniversary of the Merger Initial Closing under the Purchase Agreement is filed with or (ii) the Commission (Company's initial public offering of its Common Stock under the “8K Filing Date”)Securities Act, the Company will seek holders of a majority of the Investor Registrable Securities may request registration under the Securities Act of all or part any portion of their Investor Registrable Shares Securities on Form S-1 S-I or any similar long-form registration (“"Long-Form Registration”) orRegistrations"); provided, that if availablesuch Long-Form Registration request is prior to the Company's initial public offering of its Common Stock, such Long-Form Registration must qualify as a "Qualified Public Offering" (as defined herein), and the holders of a majority of the Investor Registrable Securities may request registration under the Securities Act of all or any portion of their Investor Registrable Securities on Form S-2 or S-3 or any similar short-form registration (“"Short-Form Registration”Registrations"), if available. All registrations requested pursuant to this paragraph 1(a) (either are referred to herein as "Demand Registrations". 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 registrations, a “Demand Registration”)offering. Within five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Investor Registrable Shares and will Securities and, subject to the terms of paragraph l(d) hereof, shall include in such registration all Investor Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject At any time following the earlier to occur of (i) January 1, 2002 and (ii) the terms occurrence of this Agreement, on or before thirty a Put Event (30) days after as defined in Section 9 of the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”Warrant), the Company will seek Holders of at least 51% of the Investor Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or Form S-2 or any other successor or similar long-form registration (“"Long-Form Registration”) orRegistrations"), if available, and the Holders of at least 25% of the Investor Registrable Securities may request registration under the Securities Act of all or an portion of their Investor Registrable Securities on Form S-2 or S-3 or any other successor or similar short-form registration (“"Short-Form Registration”Registrations") (either if the Company is eligible to use any such short form. All registrations requested pursuant to this Section 2(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 registrations, offering. Within ten days after receipt of a “request for a Demand Registration”). Within five (5) days of the 8K Filing Date, the Company willshall give written notice of such requested registration to all other Holders of Registrable Securities and, subject to Section 2.2 2(d) below, give written notice of its intent to make a Demand Registration to all other holders of Registrable Shares and will shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 20 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days At any time after the date earlier of six months following a QIPO and March 30, 2003 or at any time prior to either of such dates if the Current Form 8K regarding the Merger Agreement is filed with the Commission anticipated offering price (the “8K Filing Date”)net of underwriting discounts and commissions) would exceed U.S.$30 million, the Company will seek a Class C Majority and a Class D Majority may request in writing (i) registration under the U.S. Securities Act of all or part a part, but in any event not less than 50%, of their the Registrable Shares Securities held by such Shareholders (A) on Form S-1 or any similar long-form registration (“"U.S. Long-Form Registration”") or, or (B) if available, on Form S-2 or S-3 or any similar short-form registration (“"U.S. Short-Form Registration”") and (either ii) qualification for distribution of such registrationsall or part of its Registrable Securities or qualification of the conversion of all or part of its Class C Shares and Class D Shares, in each case, by prospectus filed under the Canadian Securities Laws by (A) long-form prospectus in each of the provinces of Canada in which holders of Registrable Securities reside ("Canadian Long-Form Registration"; a “Demand Canadian Long-Form Registration together with a U.S. Long-Form Registration are sometimes referred to herein as a "Long-Form Registration”") or (B) if available, short-form prospectus in each of the provinces in Canada in which holders of Registrable Securities reside under the shelf system rules for the pricing of offerings after the prospectus is receipted or otherwise ("Canadian Short-Form Registration"; Canadian Short-Form Registration together with a U.S. Short-Form Registration are sometimes referred to herein as "Short-Form Registration"). Within five Each request for a Demand Registration (5defined below) days shall specify the approximate number of Registrable Securities requested to be registered or qualified, as the 8K Filing Datecase may be, and the anticipated per share price range for such offering. Promptly after receipt of any such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration or qualification to all other holders of Registrable Shares and Securities and, subject to Section 1(5) below, will include in such registration or prospectus all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC All registrations and AFH will each be entitled qualifications requested pursuant to request two (2this Section 1(1) Long-Form Registrations or Short-Form are referred to herein as "Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder."

Requests for Registration. Subject to At any time following the terms later of this Agreement(i) January 1, on or before thirty (30) days after 2010 and the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)Authorized Share Approval, the Company will seek holders of at least 33 1/3% of the Xxxx.xxx Registrable Securities, or any lesser percentage if the aggregate offering price of the securities to be registered exceeds $1,000,000, may request registration under the Securities Act of all or part any portion of their such Xxxx.xxx Registrable Shares Securities as permitted by SEC Guidance on Form S-1 or any similar long-form registration statement (“Long-Form RegistrationRegistration ”) or, if available, on Form S-2 or S-3 or any similar short-form registration statement (“Short-Form Registration”) (either of such registrations, a “Demand RegistrationRegistrations”). Within five (5All registrations requested pursuant to this Section 2(a) days of the 8K Filing Date, the Company will, subject are referred to Section 2.2 below, give written notice of its intent herein as “Demand Registrations.” Each Registration Statement filed pursuant to make a Demand Registration shall state that, in accordance with Rule 416 under the Securities Act, it also covers such indeterminate number of additional Common Stock as may become issuable upon exercise of the A and B Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. Each request for a Demand Registration shall specify the approximate number of Xxxx.xxx Registrable Securities requested to be registered. The Company shall give prompt written notice (either before or after the filing of the registration statement) of such requested registration to all other holders of Registrable Shares Securities and, subject to SEC Guidance and Section 2(d) below, will include in such registration registration, in addition to the Xxxx.xxx Registrable Securities that are requested to be registered pursuant hereto, all St. Cloud Registrable Shares with Securities (to the extent they are entitled to participate based upon SEC Guidance)with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 10 days after delivery the sending by the Company of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to Sections 1.2(b) and 1.2(e) below, the terms Purchasers holding at least 33% of this Agreementthe Registrable Securities (the "INITIATING HOLDERs") may at any time after the completion of the Effective Period, on or before thirty if the Required Registration Statement has not been effective for more than ninety (3090) days after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”immediately preceding any request under this Section 1.2(a), the Company will seek request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 X-0, Xxxx X-0 or any similar long-successor form registration (“Long-Form Registration”) of registration, or, if available, on Form S-2 or S-3 or any similar short-successor form of registration; provided that the Initiating Holders (together with all other holders of Registrable Securities to be included in such registration) propose to sell Registrable Securities to the public of the greater of (i) an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of at least $1,000,000, or (ii) at least 25% of the then outstanding Registrable Securities or, if less than (i) or (ii), then (iii) the remaining Registrable Securities. Each such registration (“Short-Form Registration”) (either request shall specify the number of such registrations, a “Demand Registration”)Registrable Securities requested to be registered and if the offering is to be an underwritten offering. Within five ten (510) days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and Securities and, subject to the provisions hereof, will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five fifteen (2515) days after delivery the holder's receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able requested pursuant to register and sell at least fifty percent (50%this Section 1.2(a) of its Registrable Shares, respectively, requested are referred to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count herein as a Demand Registration hereunder"DEMAND REGISTRATION." (b)

Requests for Registration. Subject at all times to the terms right of this Agreementholders of the Prior Registrable Securities in the registration of such shares, on or before thirty (30) days the Purchaser may at any time after the date earlier of three years from the Current Form 8K regarding last Closing Date or the Merger Agreement is filed with the Commission six-month period following a Qualifying IPO, request registration (the “8K Filing DateRegistration”), the Company will seek registration ) under the Securities Act of all or part of their its Registrable Shares on Form S-1 or any similar long-form registration (“Long-Form Registration”) or, if available, Securities on Form S-2 or S-3 or any similar short-form of registration (“Short-Form Registration”) (either having an aggregate offering price to the public of such registrations, a “Demand Registration”). Within five (5) days not less than $100,000,000 net of the 8K Filing Dateunderwriting costs and commissions, the Company willwill use its commercially reasonable efforts to cause such shares to be registered subject to customary market hold back provisions, provided the Purchaser together with another Purchaser or Purchasers requesting such Registration are then holding not less than a majority of holders of the outstanding shares of Preferred Shares, including common stock issued on the conversion of the Preferred Shares. Each request for a Demand Registration shall specify the number of Registrable Securities requested to be registered and the proposed underwriter. Within 10 days after receipt of any such request, the Company will give written notice of such requested registration to all other holders (if any) of Registrable Securities and, subject to Section 2.2 8.1(c) below, give written notice of its intent to make a Demand Registration to all other holders of Registrable Shares and will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this Section 8.1(a) Long-Form Registrations or Short-Form are referred to herein as “Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.”

Requests for Registration. Subject to the terms and conditions of this Section 1, (i) at any time following the date of this Agreement, on or before thirty the holders of at least 35% of the Series B Registrable Securities and (30ii) at any time following 365 days after following the date on which the Current Form 8K regarding Company has completed an initial public offering of its Common Stock under the Merger Agreement is filed with the Commission (the “8K Filing Date”)Securities Act, the Company will seek holders of at least 25% of either the 1997 Registrable Securities or the 2001 Registrable Securities, may request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or S-2 or any similar long-form registration, provided in each case that such registration (“Long-Form Registration”) oris expected to yield not less than $35,000,000 in gross proceeds, if available, or on Form S-2 or S-3 or any similar short-form registration (“Short-Form RegistrationRegistrations”), if available, provided that such registration is expected to yield not less than $10,000,000 in gross proceeds. All registrations requested pursuant to this Section l(a) (either of such registrations, a are referred to herein as “Demand RegistrationRegistrations”). 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 five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to Section 1(d) below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Shares Securities with respect to which the Company has has, received written requests for inclusion therein within twenty-five fifteen (2515) days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days At any time after the date 180th day after the Current Form 8K regarding closing of the Merger Agreement is filed with the Commission (the “8K Filing Date”)Initial Public Offering, the Company will seek registration holders of a majority of the Registrable Securities (other than the Leeway Registrable Securities) may request (i) two registrations under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“a "Long-Form Registration”") or, if available, on Form S-2 or S-3 or any similar shortin which the Company will pay all Registration Expenses (as defined in paragraph 5 below) ("Company-form registration (“Shortpaid Long-Form Registration”Registrations") and (either ii) an unlimited number of Long-Form Registrations in which the holders of Registrable Securities included in such registrations, a “Demand Registration”registration shall pay their share of the Registration Expenses (as defined in paragraph 5 below). Within five (5) days At any time after the 180th day after the closing of the 8K Filing DateInitial Public Offering, the holders of a majority of the Leeway Registrable Securities may request (i) one Company-paid Long-Form Registration and (ii) an unlimited number of Long-Form Registrations in which the holders of Registrable Securities included in such registration shall pay their share of the Registration Expenses (as defined in paragraph 5 below). All registrations requested pursuant to this paragraph 1(a) and paragraph 1(c) 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 days after receipt of any such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the other terms and conditions of this Agreementparagraph 1, on or before thirty (30) at any time after the date that is 180 days after the date Company has completed an Initial Public Offering (as defined in paragraph 3(a)) the Current Form 8K regarding holders of a majority of the Merger Agreement is filed with the Commission (the “8K Filing Date”), the Company will seek Registrable Securities may at any time request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“"Long-Form Registration”) orRegistrations"), if available, and the holders of a majority of the Registrable Securities may at any time 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. In addition, subject to the other terms and conditions of this paragraph 1, at any time after the earlier of (X) 90 days after the date that a Short-Form Registration has been completed at the request of the holders of a majority of the Registrable Securities and (Y) six months after the Company becomes eligible to use short form registrations, the holders of a majority of the PFDC Registrable Securities may request one Short-Form Registration”, if available. All registrations requested pursuant to this paragraph 1(a) (either 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 registrations, a “Demand Registration”)offering and the intended method of distribution. Within five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to the terms of paragraph (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 Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of other provisions set forth in this Agreement, on or before thirty at any time following the earliest to occur of (30A) 180 days after the date Company has completed an initial public offering of securities under the Current Form 8K regarding Securities Act and (B) the Merger Agreement is filed with five-year anniversary of the Commission first issuance of shares of Series B Preferred Stock, (i) the “8K Filing Date”), holders of at least a majority of the Company will seek Registrable Securities may request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 or any similar long-form registration form hereafter adopted by the Commission (“Long-Form RegistrationRegistrations”), provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must exceed $5,000,000 (based on the then current public market price), and (ii) the holders of the Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities on Form S-3 or any successor short form hereafter adopted by the Commission that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3 Registrations”) or, if available, on provided that the aggregate offering value of the Registrable Securities requested to be registered in any Form S-2 or S-3 or any similar short-form registration Registration must exceed $1,000,000. Each request for a Demand Registration (“Short-Form Registration”as defined below) (either shall specify the approximate number of such registrations, a “Demand Registration”)Registrable Securities requested to be registered. Within five ten (510) days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five fifteen (2515) days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this Section 2(a) Long-Form Registrations or Short-Form are referred to herein as “Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.”

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days At any time after the date Company has completed the Current Form 8K regarding initial public offering of any of its equity securities under the Merger Agreement is filed with the Commission Securities Act (the “8K Filing Date”"INITIAL IPO"), the Company will seek holders of a majority of the Argosy Investor Registrable Securities and a majority of the Xxxxxxx Investor Registrable Securities may each request registration under the Securities Act of 1933, as amended (the "SECURITIES ACT"), of (x) all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“Long"LONG-Form Registration”FORM REGISTRATIONS"), and (y) or, if available, all or any portion of their Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short"SHORT-Form Registration”FORM REGISTRATIONS") (either 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 registrations, a “Demand Registration”)offering. Within five (5) 10 days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to paragraph 1(d) below, shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days At any time after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)a Qualified Public Offering, the Company will seek holder or holders of a majority of the OEP Registrable Securities or the holder or holders of a majority of the Investor Registrable Securities each may request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“Longeach a "LONG-Form Registration”) orFORM REGISTRATION"), if available, or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Shorta "SHORT-Form Registration”) (either FORM REGISTRATION"), if available; PROVIDED, HOWEVER, that no holder or holders of OEP Registrable Securities or Investor Registrable Securities shall be entitled to request registration of such registrationsOEP Registrable Securities or Investor Registrable Securities, as the case may be, at anytime such holder or holders fail to own at least five percent (5%) of the issued and outstanding Registrable Securities. All registrations requested pursuant to this SECTION 1(a) are referred to herein as "DEMAND REGISTRATIONS." Each request for a “Demand Registration”)Registration shall specify the approximate number of Registrable Securities requested to be registered. Within five ten (510) days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to the terms of SECTION 1(d) hereof, shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five thirty (2530) days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject At any time after an IPO and subject to the terms ------------------------- other limitations set forth in this Section 1, either the holders of this Agreement, on a majority of the LZ Registrable Securities or before thirty (30) days after the date holders of a majority of the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”), the Company will seek HTI Registrable Securities may request registration under the Securities Act of 1933, as amended (the "Securities Act") of (x) all or part any portion of their -------------- respective Registrable Shares Securities on Form S-1 or any similar long-form registration (“"Long-Form Registration”Registrations") or, if available, or (y) all or any portion of their ----------------------- respective Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-"Short- ----- Form Registration”Registrations"), if available. All registrations requested pursuant to ------------------ this paragraph 1(a) (either 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 registrations, a “Demand Registration”)offering. Within five (5) 10 days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to paragraph 1(d) below, shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject The holders of at least a majority of the Registrable Securities then outstanding may request up to the terms of this Agreement, on or before thirty (30) days after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”), the Company will seek registration three registrations under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration as the Company may elect (“"Long-Form Registration”) orRegistrations"), if available, and the holders of at least 25% of the Registrable Securities then outstanding may request an unlimited number of registrations 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 as the Company may elect (“"Short-Form Registrations"), if available; provided that the aggregate offering value of the Registrable Securities requested to be registered in any registration under this Section 1(a) (any "Demand Registration") must equal at least $10 million in any Long-Form Registration and at least $2 million in any Short-Form Registration”) . All requests for Demand Registrations shall be made by giving written notice thereof to the Company (either of such registrations, a “"Demand Registration”Notice"). Each Demand Notice shall specify the approximate number of Registrable Securities requested to be registered. Within five (5) ten business days after receipt of the 8K Filing Dateany Demand Notice, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to the terms of Section 1(e) 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 Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 business days after the delivery of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2's notice in accordance with Section 11(k) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunderhereof.

Requests for Registration. Subject to the terms provisions of this AgreementSection 2, the Bxxxxxx Holders, acting collectively, the HBV Holders, acting collectively, and the Lxxxx Holders, acting collectively, should there be more than one Lxxxx Holder, may each at any time during the period beginning on or before thirty (30) days after the 360th day following the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”), the Company will seek hereof make a written request for registration under the Securities Act of all or any part of their the Registrable Shares on Form S-1 Securities held by any Holder that is a member of the Bxxxxxx Holders, HBV Holders or any similar long-form registration the Lxxxx Holders, respectively (“Long-Form Registration”) or, if available, on Form S-2 or S-3 or any similar short-form registration (“Short-Form Registration”) (either of such registrations, a “Demand Registration”). Within five (5) days Such request shall specify the amount of Registrable Securities to be registered and the 8K Filing Dateintended method or methods of disposition. Promptly after receipt of such request, the Company willshall send written notice of such request under Section 2 and the rights of the non-demanding Holders under this Section 2 to all non-demanding Holders and shall, subject to the provisions of this Section 2.2 below2, give written notice of its intent to make a Demand Registration to all other holders of Registrable Shares and will include in such registration Demand Registration all Registrable Shares Securities with respect to which the Company has received receives written requests (specifying the amount of Registrable Securities to be registered and the intended method or methods of disposition) for inclusion therein within twenty-five (25) 15 days after delivery such notice is sent. As promptly as practicable thereafter, but in no event later than 30 days after the end of such 15-day period, but subject to Section 2(C), the Company shall use its best reasonable efforts to file with the SEC a Registration Statement, registering all Registrable Securities that any Holders have requested to register, for disposition in accordance with the intended method or methods set forth in their notices to the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall use its best reasonable efforts to cause such Registration Statement to be entitled declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 180 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to Section 2(D), the Company may include in any Demand Registration additional shares of capital stock to be sold by for the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in Company’s account pursuant to such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to At any time on or after the terms first anniversary of the date of this Agreement, on or before thirty (30i) days after the date holders of at least a majority of the Current Form 8K regarding Perry Registrable Securities and (ii) the Merger Agreement is filed with holders of at least a majority of the Commission (Other Investor Registrable Securities may, subject to the “8K Filing Date”)limitations set forth in SECTION 1(b) below, the Company will seek each request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“Long"LONG-Form Registration”FORM REGISTRATIONS"), and (1) or, if available, the holders of at least a majority of the Perry Registrable Securities and (2) the holders of at least a majority of the Other Investor Registrable Securities may each 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"SHORT-Form Registration”FORM REGISTRATIONS") (either if available. 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 registrations, a “Demand Registration”)offering. Within five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to the terms of SECTION 1(d) hereof, shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to At the request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder holders of at least a majority of the Registrable SharesSecurities requesting a Demand Registration, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The the Company shall be entitled file with the Securities and Exchange Commission a registration statement pursuant to include in any Demand Registration shares to be sold by Rule 415 promulgated under the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent Securities Act (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder"SHELF REGISTRATION STATEMENT").

Requests for Registration. Subject to At any time, (i) the terms holders of this Agreement, on a majority of the Original Registrable Securities or before thirty (30) days after the date holders of a majority of the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”), the Company will seek Series A Preferred Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“"Long-Form Registration”Registrations"), (ii) or, if available, the holders of a majority of the Original Registrable Securities or the holders of a majority of the Series A Preferred 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 Registration”Registrations") if available, and (either iii) any of such registrationsGolder, Thoma, Xxxxxxx, Xxxxxx Fund V, L.P., The 1818 Fund III, L.P. or Co-Investment Partners, L.P. (each, a “"Qualified Holder") may request registration under the Securities Act of all or any portion of its Registrable Securities. All registrations requested pursuant to this paragraph 1(a) are referred to herein as "Demand Registration”)Registrations." Demand Registrations shall be made on a short form whenever the Company is permitted to do so. Notwithstanding anything herein to the contrary, a Demand Registration may not be requested pursuant to this paragraph 1(a) unless the Registrable Securities initially requested to be included in such Demand Registration have an aggregate offering value of at least $20.0 million. 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 five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days At any time after the date hereof and prior to the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)Company's Initial Public Offering, the Company will seek holders of a majority of the Purchaser Registrable Securities then outstanding may request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“a "LONG-FORM REGISTRATION"). After the Company's Initial Public Offering, (i) the holders of a majority of the MDCP Registrable Securities then outstanding may request up to two Long-Form Registrations, (ii) the holders of a majority of the XxXxxxxx Registrable Securities then outstanding may request one Long-Form Registration”, and (iii) or, if available, the holders of at least 10% of the Purchaser Registrable Securities then outstanding may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration (“"SHORT-FORM REGISTRATIONS") 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 $30 million if the registration is the Company's Initial Public Offering, at least $15 million in any other Long-Form Registration, and at least $5 million in any Short-Form Registration”) . All requests for Demand Registrations shall be made by giving written notice to the Company (either of such registrations, a “Demand Registration”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 five (5) ten days after receipt of the 8K Filing Dateany Demand Notice, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to the provisions of paragraph 1(d) below, shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days At any time after the date Company has completed a public offering of its Class A Common under the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)Securities Act, the Company will seek holders of a majority of the Investor Registrable Securities and the holders of a majority of the Warrant Registrable Securities may each request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“"Long-Form Registration”) orRegistrations"), if available, and the holders of a majority of the Investor Registrable Securities and the holders of a majority of the Warrant Registrable Securities may each 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 Registration”Registrations") (either 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 registrations, a “Demand Registration”)offering. Within five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will shall, subject to paragraph 1(d) below, include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)Stockholder may, the Company will seek at any time, request registration under the Securities Act of all or part of their Registrable Shares on Form S-1 or any similar long-form registration (“Long-Form Registration”) or, if available, on Form S-2 or S-3 or any similar short-form registration (“Short-Form Registration”) (either of such registrations, a “Demand Registration”). Within five thirty (530) days after receipt of the 8K Filing Date, the Company willany request pursuant to this Section 2.1, subject to Section 2.2 below, give written notice of its intent to make a Demand Registration to all other holders of Registrable Shares and will include in such registration all Registrable Shares with respect to which the Company has received written requests for inclusion within twenty-five (25) days after delivery of the Company’s notice. MTF, HIC and AFH Stockholder will each be entitled to request two three (23) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of other provisions set forth in this Agreement, on or before thirty at any time following the earliest to occur of (30A) 180 days after the date Company has completed an initial public offering of securities under the Current Form 8K regarding Securities Act and (B) the Merger Agreement is filed with five-year anniversary of the Commission first issuance of shares of Series D-1 Preferred Stock, (i) the “8K Filing Date”), holders of at least a majority of the Company will seek Registrable Securities may request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 or any similar long-form registration form hereafter adopted by the Commission (“Long-Form RegistrationRegistrations”), provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must exceed $5,000,000 (based on the then current public market price), and (ii) the holders of the Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities on Form S-3 or any successor short form hereafter adopted by the Commission that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3 Registrations”) or, if available, on provided that the aggregate offering value of the Registrable Securities requested to be registered in any Form S-2 or S-3 or any similar short-form registration Registration must exceed $1,000,000. Each request for a Demand Registration (“Short-Form Registration”as defined below) (either shall specify the approximate number of such registrations, a “Demand Registration”)Registrable Securities requested to be registered. Within five ten (510) days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five fifteen (2515) days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this Section 2(a) Long-Form Registrations or Short-Form are referred to herein as “Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.”

Requests for Registration. Subject to paragraph 1(b) below, at any time and from time to time following (i) the terms earlier of this Agreement, on or before thirty (30A) 180 days after an IPO and (y) January 28, 2003, the date holders of at least 50.1% of the Current Form 8K regarding Series D Registrable Securities, (ii) 180 days after an IPO, the Merger Agreement is filed with holders of at least 50.1% of the Commission NBIC Registrable Securities and (iii) 180 days after an IPO, the holders of at least 50.1% of the Existing Investor Registrable Securities, may each request registration under the Securities Act of 1933, as amended (the “8K Filing Date”"Securities Act"), of all or part of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations"). In addition, each NBIC Holder, Existing Investor and Series D Holder holding at least 3% of the Company will seek Common Stock on a fully diluted basis may request registration under the Securities Act of all or part of their Registrable Shares on Form S-1 or any similar long-form registration (“Long-Form Registration”) or, if available, Securities on Form S-2 or S-3 or any similar short-form registration (“"Short-Form Registration”Registrations"), if available. Each request for a Demand Registration (as defined below) (either shall specify the approximate number of Registrable Securities requested to be registered and, for Demand Registrations occurring after the Company's IPO, the anticipated per share price range for such registrations, a “Demand Registration”)offering. Within five ten (510) days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five twenty (2520) days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this paragraph 1(a) Long-Form Registrations or Short-Form are referred to herein as "Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder".

Requests for Registration. Subject to Sections 1.2(b) and 1.2(e) below, the terms Purchasers holding at least 33% of this Agreementthe Registrable Securities (the "INITIATING HOLDERS") may at any time after the completion of the Effective Period, on or before thirty if the Required Registration Statement has not been effective for more than ninety (3090) days after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”immediately preceding any request under this Section 1.2(a), the Company will seek request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“Long-S-1, Form Registration”) S-2, or, if available, on Form S-2 or S-3 S-3, or any similar short-successor form xx xxxxxxxxtion; provided that the Initiating Holders (together with all other holders of Registrable Securities to be included in such registration) propose to sell Registrable Securities to the public of the greater of (i) an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of at least $1,000,000, or (ii) at least 25% of the then outstanding Registrable Securities or, if less than (i) or (ii), then (iii) the remaining Registrable Securities. Each such registration (“Short-Form Registration”) (either request shall specify the number of such registrations, a “Demand Registration”)Registrable Securities requested to be registered and if the offering is to be an underwritten offering. Within five ten (510) days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and Securities and, subject to the provisions hereof, will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five fifteen (2515) days after delivery the holder's receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able requested pursuant to register and sell at least fifty percent (50%this Section 1.2(a) of its Registrable Shares, respectively, requested are referred to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count herein as a Demand Registration hereunder"DEMAND REGISTRATION."

Requests for Registration. Subject At any time and from time to time from and after the terms earlier of (i) the twenty-four month anniversary of the date of this Agreement, on or before thirty and (30ii) days after the six month anniversary of the date of closing of the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)Company's IPO, the Company will seek holders of a majority of the Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“"Long-Form Registration”) orRegistrations"), if available, 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 if available (“"Short-Form Registration”) (either of such registrations, a “Demand Registration”Registrations"). Within five (5All registrations requested pursuant to this Section 1(a) days 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 2 offering and the intended method of distribution of the 8K Filing DateRegistrable Securities to be sold. Within 10 days after receipt of any such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to the terms of Section 1(d) hereof, shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject The Securityholders contemplate the organization of a corporation and reorganization or recapitalization of the Company pursuant to Section 15.7 of the LLC Agreement. The corporate successor to the terms of this Agreement, on or before thirty (30) days Company shall be referred to herein as the “Corporation.” At any time and from time to time after the date organization of the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)Corporation, the Company will seek 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 Shares Securities on Form S-1 or any similar long-form registration (“Long-Form RegistrationRegistrations”) or), if available, 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 RegistrationRegistrations”), if available. All registrations requested pursuant to this Section 8(a) (either of such registrations, a are referred to herein as “Demand Registration”)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 five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, Corporation shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will shall include in such registration all Registrable Shares Securities with respect to which the Company Corporation has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the CompanyCorporation’s notice. MTF, HIC and AFH will each be entitled to request two notice (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below“Included Registrable Securities”). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days At any time after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)------------------------- hereof and prior to an IPO, the Company will seek holders of a majority of the Class A Common (excluding any shares of Class A Common issued upon conversion of Preferred Stock) may request, and at any time after an IPO, subject to the limitations set forth in Section 1(b) and 1(c) hereof, the holders of a majority of the Xxxx Registrable Securities, the holders of a majority of the Intel Registrable Securities or the holders of a majority of Bear Xxxxxxx Registrable Securities may request a registration (a "Demand") ------ under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“"Long-Form Registration”Registrations") or, if available, on ----------------------- Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-"Short- ------- Form Registration”) (either of such registrations, a “Demand Registration”Registrations"). Each Demand shall specify the approximate ------------------ number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within five ten (510) days after receipt of the 8K Filing Dateany Demand, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and Securities and, subject to paragraph 1(d) below, will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five fifteen (2515) days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this paragraph 1(a) Long-Form Registrations or Short-Form are referred to herein as "Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder." --------------------

Requests for Registration. Subject (i) At any time and from time to time (A) after March , 2000, -- the terms holders of this Agreement, on at least 66-2/3% of the shares of Common Stock issued or before thirty (30) days after issuable upon conversion of the date Series A Preferred Stock and the Current Form 8K regarding the Merger Agreement is filed with the Commission Series C Preferred Stock (the “8K Filing Date”"Underlying Common Stock") and (B) at any time and from time to time following the initial public offering of the Company's equity securities, the holders of at least 66-2/3% of the shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock (each of the groups described in (A) and (B), the Company will seek a "Demand Registrant"), may request registration under the Securities Act of all or any part of their Registrable Shares on Form S-1 Underlying Common Stock (each, a "Demand Registration"), subject to the terms and conditions of this Agreement. Any request (a "Registration Request") for a Demand Registration shall specify (i) the approximate number of shares of Underlying Common Stock requested to be registered (but not less than a majority of the total number of shares of Underlying Common Stock issued or any similar long-form registration issuable to the Demand Registrant), and (“Long-Form Registration”ii) or, if available, on Form S-2 or S-3 or any similar short-form registration (“Short-Form Registration”) (either the intended method of distribution of such registrationsshares that will be a firm commitment underwritten offering managed by one or more underwriters selected as provided in paragraph 1(b), a “Demand Registration”)below. Within five (5) ten days after the date of the 8K Filing Datesending of such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Underlying Common Stock and to all holders of Warrants and Warrant Shares and will (subject to clause (iii) below) include in such registration all Registrable shares of Underlying Common Stock and all Warrant Shares with respect to which that holders of Underlying Common Stock, Warrants or Warrant Shares request the Company has received to include in such registration by written requests for inclusion notice given to the Company within twenty-five (25) 15 days after delivery the date of sending of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms and conditions of this Agreement, on or before thirty (30) days at any time and from time to time after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)Initial Public Offering, the Company will seek holders of least 25% of the Registrable Securities then outstanding may (i) request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“Long-Form RegistrationRegistrations”) or, in accordance with Section 5A(ii) or (ii) if available, 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 RegistrationRegistrations”) (either in accordance with Section 5A(iii). All registrations requested pursuant to this Section 5A(i) by the holders of such registrations, a Registrable Securities are referred to herein as “Demand Registration”)Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five ten (510) days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will all holders of Other Registrable Securities and, subject to the terms of Section 5A(iv), 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 Shares Securities and Other Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty-five twenty (2520) days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject at all times to the terms right of this Agreementholders of the Prior Registrable Securities in the registration of such shares, on or before thirty (30) days the Purchasers may at any time after the date earlier of three years from the Current Form 8K regarding last sale of Series C Preferred Stock or the Merger Agreement is filed with the Commission six-month period following a Qualifying IPO, request registration (the “8K Filing DateRegistration”), the Company will seek registration ) under the Securities Act of all or part of their its Registrable Shares on Form S-1 or any similar long-form registration (“Long-Form Registration”) or, if available, Securities on Form S-2 or S-3 or any similar short-form of registration (“Short-Form Registration”) (either having an aggregate offering price to the public of such registrations, a “Demand Registration”). Within five (5) days not less than $100,000,000 net of the 8K Filing Dateunderwriting costs and commissions, the Company willwill use its commercially reasonable efforts to cause such shares to be registered subject to customary market hold back provisions, provided the Purchasers together with another stockholder or stockholders requesting such Registration are then holding not less than a majority of holders of the outstanding shares of Series C Preferred Stock, including common stock issued on the conversion of the shares of Series C Preferred Stock. Each request for a Demand Registration shall specify the number of Registrable Securities requested to be registered and the proposed underwriter. Within 10 days after receipt of any such request, the Company will give written notice of such requested registration to all other holders (if any) of Registrable Securities and, subject to Section 2.2 7.1(c) below, give written notice of its intent to make a Demand Registration to all other holders of Registrable Shares and will include in such registration of all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this Section 7.1(a) Long-Form Registrations or Short-Form are referred to herein as “Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.”

Requests for Registration. Subject to paragraph 2(b) below, (i) the terms holders of this Agreementa majority of the THLI Registrable Securities may request, at any time and from time to time, registration under the Securities Act, of all or part of their THLI Registrable Securities on Form S-1 or before thirty any similar long-form registration (30) days after the date the Current "Long-Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”Registrations"), the Company will seek (ii) each holder of THLI Registrable Securities may request registration under the Securities Act of all or part of their THLI Registrable Shares on Form S-1 or any similar long-form registration (“Long-Form Registration”) or, if available, Securities on Form S-2 or S-3 or any similar short-form registration (“"Short-Form Registration”Registrations"), if available, and (iii) the holders of a majority of the Series D Registrable Securities or the Series F Registrable Securities may request Short-Form Registrations, if available. Each request for a Demand Registration (either as defined below) shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such registrations, a “Demand Registration”)offering. Within five ten (510) days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five twenty (2520) days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this paragraph 2(a) Long-Form Registrations or Short-Form are referred to herein as "Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder".

Requests for Registration. Subject After the earlier to the terms occur of this Agreement, on or before thirty (30i) 180 ------------------------- days after the date consummation of the Current Form 8K regarding Rights Offering and (ii) the Merger Agreement is filed with expiration of the Commission Rights Exclusivity Period, any of (i) the “8K Filing Date”)Safeguard Holders, (ii) the Company will seek SCP Holders, (iii) the TL Holders or (iv) the Xxxxx Holders may request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“"Long-Form Registration”Registrations") or, if available, on or ----------------------- Form S-2 or S-3 or any similar short-form registration (“"Short-Form Registration”---------- Registrations"), if available. All registrations requested pursuant to this ------------- paragraph 2(a) (either 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 registrations, offering. Within ten days after receipt of a “request for a Demand Registration”). Within five (5) days of the 8K Filing Date, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities (collectively, "Holders") ------- and, subject to paragraph 2(d) below, shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 20 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. The Security holders contemplate the organization of a corporation and reorganization or recapitalization of the Company pursuant to Section 9.10 of the LLC Agreement. Subject to the terms and conditions of this AgreementSection 1, on or before thirty (30) days after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)at any time and from time to time, the Company will seek Majority Summit Investors may request registration under the Securities Act of all or part any portion of their Investor Registrable Shares Securities on Form S-1 or any similar long-form registration statement (“Long-Form RegistrationRegistrations”) or), if available, and each of the Majority Summit Investors and the Majority KRG Investors may request registration under the Securities Act of all or any portion of their Investor Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form RegistrationRegistrations”), if available. All registrations requested pursuant to this Section 1(a) (either of such registrations, a are referred to herein as “Demand Registration”)Registrations.” Each request for a Demand Registration shall specify the approximate number of Investor Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to the terms of Section 1(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 Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to Sections 1.2(b) and 1.2(e) below, the terms Purchasers holding at least 33% of this Agreementthe Registrable Securities (the "Initiating Holders") may at any time after the completion of the Effective Period, on or before thirty if the Required Registration Statement has not been effective for more than ninety (3090) days after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”immediately preceding any request under this Section 1.2(a), the Company will seek request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 S-1, Form S-2 or any similar long-form registration (“Long-Form Registration”) successor forx xx xxxxxxxation, or, if available, on Form S-2 or S-3 or any similar short-successor form of registration; provided that the Initiating Holders (together with all other holders of Registrable Securities to be included in such registration) propose to sell Registrable Securities to the public of the greater of (i) an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of at least $1,000,000, or (ii) at least 25% of the then outstanding Registrable Securities or, if less than (i) or (ii), then (iii) the remaining Registrable Securities. Each such registration (“Short-Form Registration”) (either request shall specify the number of such registrations, a “Demand Registration”)Registrable Securities requested to be registered and if the offering is to be an underwritten offering. Within five ten (510) days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and Securities and, subject to the provisions hereof, will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five fifteen (2515) days after delivery the holder's receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able requested pursuant to register and sell at least fifty percent (50%this Section 1.2(a) of its Registrable Shares, respectively, requested are referred to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count herein as a "Demand Registration hereunderRegistration." (b)

Requests for Registration. Subject to the terms of other provisions set forth in this Agreement, on or before thirty at any time following the earliest to occur of (30A) 180 days after the date Company has completed an initial public offering of securities under the Current Form 8K regarding Securities Act and (B) the Merger Agreement is filed with five-year anniversary of the Commission first issuance of shares of Series C Preferred Stock, (i) the “8K Filing Date”), holders of at least a majority of the Company will seek Registrable Securities may request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 or any similar long-form registration form hereafter adopted by the Commission (“Long-Form RegistrationRegistrations”), provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must exceed $5,000,000 (based on the then current public market price), and (ii) the holders of the Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities on Form S-3 or any successor short form hereafter adopted by the Commission that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3 Registrations”) or, if available, on provided that the aggregate offering value of the Registrable Securities requested to be registered in any Form S-2 or S-3 or any similar short-form registration Registration must exceed $1,000,000. Each request for a Demand Registration (“Short-Form Registration”as defined below) (either shall specify the approximate number of such registrations, a “Demand Registration”)Registrable Securities requested to be registered. Within five ten (510) days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five fifteen (2515) days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this Section 2(a) Long-Form Registrations or Short-Form are referred to herein as “Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.”

Requests for Registration. Subject to the terms of this AgreementSections 1(b) and 1(c) below, on or before thirty (30) days after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)at any time, the Company will seek holders of at least a majority of the Class B Registrable Securities, or if no Class B Registrable Securities are then outstanding, the holders of a majority of the Registrable Securities, may request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“Long"LONG-Form Registration”FORM REGISTRATIONS") or, if available, on Form S-2 or S-3 or any similar short-form registration (“"SHORT-FORM REGISTRATIONS"). At any time after the consummation of a Qualified Public Offering, the holders of at least 30% of the Warrant Registrable Securities may request up to two Long-Form Registrations or, if available, Short-Form Registration”) Registrations of all or part of their Registrable Securities (either of such registrations, a “Demand Registration”the "WARRANT 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 five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and Securities and, subject to Section 1(d) below, will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this Section 1(a) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (are referred to herein as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder"DEMAND REGISTRATIONS."

Requests for Registration. Subject to the terms of other provisions set forth in this Agreement, on or before thirty at any time following the earliest to occur of (30A) 180 days after the date Company has completed an initial public offering of securities under the Current Form 8K regarding Securities Act and (B) the Merger Agreement is filed with five-year anniversary of the Commission first issuance of shares of Series D Preferred Stock, (i) the “8K Filing Date”), holders of at least a majority of the Company will seek Registrable Securities may request registration under the Securities Act of all or part of their Registrable Shares Securities on Form S-1 or any similar long-form registration form hereafter adopted by the Commission (“Long-Form RegistrationRegistrations”), provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must exceed $5,000,000 (based on the then current public market price), and (ii) the holders of the Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities on Form S-3 or any successor short form hereafter adopted by the Commission that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC (“Form S-3 Registrations”) or, if available, on provided that the aggregate offering value of the Registrable Securities requested to be registered in any Form S-2 or S-3 or any similar short-form registration Registration must exceed $1,000,000. Each request for a Demand Registration (“Short-Form Registration”as defined below) (either shall specify the approximate number of such registrations, a “Demand Registration”)Registrable Securities requested to be registered. Within five ten (510) days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five fifteen (2515) days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled All registrations requested pursuant to request two (2this Section 2(a) Long-Form Registrations or Short-Form are referred to herein as “Demand Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.”

Requests for Registration. Subject to the terms and conditions of this Agreement, on or before thirty (30) days after at any time and from time to time following the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)hereof, the Company will seek holders of (i) a majority of the WCP Registrable Securities then outstanding or (ii) a majority of the Xxxx Registrable Securities then outstanding may (a) request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“Long-Form RegistrationRegistrations”) or, in accordance with Section 1B or (b) if available, request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or S-3 (including a Shelf Registration) or any similar short-form registration (“Short-Form RegistrationRegistrations”) in accordance with Section 1C and Section 1D. All registrations requested pursuant to this Section 1 by the holders of Registrable Securities (either of such registrations, a including all Shelf Offerings) are referred to herein as “Demand Registration”)Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) days Unless a shorter period of the 8K Filing Datetime is provided herein, the Company will, subject to Section 2.2 belowshall promptly (and in any event within three business days after receipt of any such request), give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to the terms of Section 1E, 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 Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) business days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)At any time, the Company will seek holders of a majority of the Investor Registrable Securities, as a group, or the holders of a majority of the ARI Registrable Securities, as a group, may request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“"Long-Form Registration”Registrations") or, if available, on Form S-2 or S-3 or any similar short-form registration (“"Short-Form Registration”Registrations"); provided that (i) in the case of the first Demand Registration hereunder, the holders of a majority of the Investor Registrable Securities and the holders of a majority of the ARI Registrable Securities, as a group, must consent to such registration unless the Company has previously completed a registered public offering of its Common Stock under the Securities Act and (either ii) all Long-Form Registrations shall be underwritten registrations. 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 registrations, a “Demand Registration”)offering. Within five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares Securities and will shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s 's notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms and conditions of this Agreementparagraph 1, on or before thirty (30) days at any time from and after the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)hereof, the Company will seek holders of at least a majority of the Avista Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“Long-Form RegistrationRegistrations”) or), if available, and the holders of at least a majority of the Avista 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 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form RegistrationRegistrations”) (either of such registrations, a if available. All registrations requested pursuant to this paragraph 1(a) are referred to herein as “Demand RegistrationRegistrations”). 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 five (5) ten days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to the terms of paragraph 1(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 Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 15 days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms limitations contained in this Agreement, at any time after the “Closing”, as defined in that certain Securities Purchase Agreement by and among the Company Altira, Xxxxxxx (Institutional), Xxxxxxx Opportunity, Xxx Xxxxxxx, Xxxxx Xxxxxxx, DE-PMI, SMH PEG and Energivekst, and from time to time thereafter until the termination of this Agreement, on or before thirty (30) days after the date Holders of a majority of the Current Form 8K regarding the Merger Agreement is filed with the Commission (the “8K Filing Date”)then outstanding shares of Series C Preferred Stock, the Holders of a majority of the then outstanding shares of Series B Preferred Stock and the Holders of a majority of the then outstanding shares of Series A Preferred Stock may collectively request, and the Company will seek shall effect, a registration under the Securities Act of all or part of their its Registrable Shares on Form S-1 or any similar long-form registration (“Long-Form Registration”Securities. All registrations requested pursuant to this paragraph 1(a) or, if available, on Form S-2 or S-3 or any similar short-form registration (“Short-Form Registration”) (either of such registrations, a are referred to in this Agreement as “Demand RegistrationRegistrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Within five ten (510) business days after receipt of the 8K Filing Dateany such request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration to all other holders Holders of Registrable Shares and Securities and, except as provided in paragraph 1(c) below, will include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five fifteen (2515) business days after delivery the receipt of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.

Requests for Registration. Subject to the terms of this Agreement, on or before thirty (30) days At any time after the date hereof, unless at such time a registration statement is effective which meets the Current Form 8K regarding requirements set forth in paragraph 2M of the Merger Agreement is filed with the Commission (the “8K Filing Date”)Purchase Agreement, the Company will seek holder(s) of a majority of the Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable Shares Securities on Form S-1 or any similar long-form registration (“a "Long-Form Registration”) or"), if available, or on Form S-2 or S-3 or any similar short-form registration (“a "Short-Form Registration”") (either if such a short form is available. 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 the approximate number of Registrable Securities requested to be registered, the anticipated method or methods of distribution and the anticipated per share price range for such registrations, a “Demand Registration”)offering. Within five (5) ten days after receipt of the 8K Filing Dateany such Demand Request, the Company will, subject to Section 2.2 below, will give written notice of its intent to make a Demand Registration such requested registration (which shall specify the intended method of disposition of such Registrable Securities) to all other holders of Registrable Shares Securities (a "Company Notice") and the Company will include (subject to the provisions of this Agreement) in such registration registration, all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 20 days after the delivery of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the such Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunderNotice.

Requests for Registration. Subject At any time after conversion of some or all of the aggregate principal amount of a Convertible Debenture into Registrable Securities, any holder of Registrable Securities may demand (but only with consent of the holders of a simple majority of the aggregate principal amount of the Convertible Debenture (measured prior to any conversion of amounts thereunder pursuant to the terms of this Agreement, on or before thirty (30) days after Loan and Investment Agreement and the date the Current Form 8K regarding the Merger Agreement is filed with the Commission (the Convertible Debenture)(the “8K Filing DateInvestor Majority”), the Company will seek registration ) two separate registrations under the Securities Act of all or part any portion of their the Registrable Shares Securities on Form S-1 or any similar long-form registration (a “Long-Form Registration”) or, if available, and may request an unlimited number of registrations on Form S-2 or Form S-3 or any similar short-form registration of such Registrable Securities (“Short-Form RegistrationRegistrations”), if available. Each such request for registration under this Section 1(a) (either of such registrations, 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”). Each Demand Notice shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per security price range for such offering. Within five (5) ten days after receipt of the 8K Filing Dateany Demand Notice, the Company will, subject to Section 2.2 below, shall give written notice of its intent to make a Demand Registration such requested registration to all other holders of Registrable Shares and will Securities and, subject to the provisions of Section 1(e) below, shall include in such registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within twenty-five (25) 20 days after delivery the receipt by such holders of the Company’s notice. MTF, HIC and AFH will each be entitled to request two (2) Long-Form Registrations or Short-Form Registrations, in which the Company will pay, in each case, all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective and the holder of the Registrable Shares, as applicable, have been able to register and sell at least fifty percent (50%) of its Registrable Shares, respectively, requested to be included in such registration. The Company shall be entitled to include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration hereunder.