Common use of Restrictions on Demand Registrations Clause in Contracts

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once.

Restrictions on Demand Registrations. The Company shall will not be obligated to effect effect, or to take any Demand action to effect, any Long-Form Registration (i) within six (6) months after the effective date of a previous Demand Long-Form Registration, a previous Shelf Registration ; (as hereinafter definedii) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall after the Company be obligated to effect more than has effected two (2) Demand Registrations hereunder or under Long-Form Registrations; (iii) if the Other Registration Rights Agreements in Company delivers notice to the holders of Registrable Securities within thirty (30) days of any single twelve (12) month period, with the first such period measured from the date registration request of its intent to file a registration statement for an initial public offering of the first Demand Registration and ending on the same date twelve months Company’s securities within ninety (90) days following such Demand Registrationnotice; or (iv) if the holders of Registrable Securities propose to dispose of shares of Registrable Securities that may, whether at the time of such request, be registered on Form S-3 pursuant to a request made pursuant to Section 2(c). The Company will not be obligated to effect, or not a Business Day; providedto take any action to effect, however, that any Form S-3 Registration pursuant to Section 2(c) if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and has effected two (ii2) is also requested to effect one or more Demand Form S-3 Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to Section 2(c) within the Other Registration Rights Agreements within any eighteen twelve (1812) month period during which immediately preceding the Corporation is eligible to file a registration statement on Form S-3 date of such request; or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares Company delivers notice to the holders of Registrable Common Stock covered under this Agreement and all Securities within thirty (30) days of the Other any Form S-3 Registration Rights Agreementsrequest of its intent to make a public offering for its own behalf within ninety (90) days following such notice. The Company may (i) postpone for up to ninety (90) 90 days the filing or the effectiveness of a Registration Statement registration statement for a Demand Registration if, based on in the good faith judgment determination of the Company’s board Board of directorsDirectors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined Demand Registration would reasonably be reasonably expected to result in a material have an adverse effect on any proposal or plan by the Company or any of its subsidiaries to the Company’s business, financial condition, results engage in any acquisition of operations or prospects or the loss of a material opportunity to be disclosed at such time or assets (ii) postpone the filing of a Demand Registration other than in the event the Company shall be required to prepare audited financial statements as ordinary course of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit)business) or any merger, consolidation, reorganization, or similar transaction; provided, however, provided that in no event shall the Company withdraw a Registration Statement under clause (i) after in such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) aboveevent, the Shareholder shall holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall will not count as one of the permitted Demand Registrations. The Registrations hereunder and the Company shall provide written notice to will pay all Registration Expenses (as defined in Section 6(a)) in connection with such registration and (ii) the Shareholder of (x) any postponement or withdrawal of Company may not postpone the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only onceregistration statement, as applicable, more than once in any 12-month period.

Restrictions on Demand Registrations. The If the filing, initial effectiveness or continued use of a registration statement, including a shelf registration statement pursuant to Rule 415, with respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement, and (iii) would reasonably be expected to have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement, provided, that the Company shall not be obligated permitted to effect do so (x) more than four times during any Demand Registration within six months after twelve-month period or (y) for periods exceeding, in the effective date aggregate, ninety days during any twelve-month period. In the event the Company exercises its rights under the preceding sentence, such Stockholders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing prospectus or the effectiveness of a Registration Statement for a Demand Registration ifStatement, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects CDR Investor or the loss of a material opportunity to be disclosed at such time or (ii) postpone Family Group Representative, as the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); providedcase may be, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall registration request will not count as one for the purposes of the permitted Demand Registrationslimitation set forth in Section 2.1(b). The Company shall provide written notice to the Shareholder of (x) will pay all Registration Expenses incurred in connection with any postponement such aborted registration or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only onceprospectus.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand registration pursuant to this Section 3.1 (including filing a Registration Statement) within six three months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) registration pursuant to this Section 3.1 or a previous registration under which the Shareholder Holders had piggyback rights pursuant to Section 3 3.2 hereof wherein the Shareholder was permitted to register, and sold, at least 25% (irrespective of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first whether such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreementsrights were exercised). The Company may (i) postpone for up to ninety (90) days two months the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board Board of directorsDirectors (after consultation with its legal and financial advisors), if (i) such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction, (ii) such postponement or withdrawal is reasonably necessary in order to avoid premature disclosure of a matter the board has determined would be and it is reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results likely that disclosure of operations or prospects or the loss of a material opportunity to be disclosed such matter at such time or would be materially detrimental to the interests of the Company, (iiiii) postpone the filing of a Demand Registration in the event the Company shall would be required by Applicable Law to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders Major Stockholder(s) requesting such registration Demand Registration agree to pay the expenses of such an audit)) or (iv) such postponement is required by Applicable Law; provided that in such event, the Major Stockholders(s) initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Major Stockholder(s) shall retain their rights pursuant to this Section 3.1 as if the related Demand Request was not made and any related registration shall not count as an Individual Demand or a Collective Demand, as applicable, or one of the permitted registrations of the Major Stockholders under this Section 3.1 and the Company shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any twelve-month period; provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) above after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder Major Stockholders initiating such Demand Request of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(eparagraph (g), (y) the Company’s decision to file or seek effectiveness of such Registration Statement registration statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months 90 days after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) 60 days the filing or the effectiveness of a Registration Statement registration statement for a Demand Registration if, based on if the Company’s Board determines in its reasonable good faith judgment of the Company’s board of directors, that such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined Demand Registration would reasonably be reasonably expected to result in have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any acquisition of assets or stock from a third party (other than in the ordinary course of business) or any merger, consolidation, tender offer, recapitalization, reorganization or similar transaction or require the Company to disclose any material nonpublic information which would reasonably be likely to be detrimental to the Company’s businessCompany and its Subsidiaries; provided that in such event, financial condition, results the holders of operations or prospects or the loss of a material opportunity to be disclosed at Registrable Securities initially requesting such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Registrations hereunder and the Company shall provide written notice pay all Registration Expenses in connection with such registration; provided further that in no event shall the restrictions set forth in this sentence be deemed to the Shareholder of (x) any postponement apply to a redemption or withdrawal repurchase of, or plan to redeem or repurchase, capital stock, options or warrants of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer delay a Demand Registration hereunder only once in any twelve-month period. In addition, notwithstanding any provision herein to the filing contrary, neither the Boise Majority Holders, on the one hand, or the Aldabra Majority Holders, on the other hand, shall be entitled to request any Demand Registration otherwise permitted to be requested hereunder by such group within the twelve (12) month period following any request by such group for a Demand Registration in which (i) the aggregate offering value of a particular the Registrable Securities of such group requested to be registered by such group in such prior Demand Registration Statement pursuant to this Section 2(dwas less than $25,000,000 and/or (ii) only oncesuch group requested that any of its Registrable Securities consisting of warrants exercisable for shares of Common Stock be included in such prior Demand Registration.

Restrictions on Demand Registrations. The Company shall Registering Entity may postpone for a reasonable period of time, not be obligated to effect any Demand Registration within six months after exceed 90 days, the effective date filing of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing prospectus or the effectiveness of a Registration Statement for a Demand Registration ifregistration pursuant to this Section 2 if the Registering Entity furnishes to the Holders a certificate signed by the Chief Executive Officer of the Registering Entity, based on following consultation with, and after obtaining the good faith judgment approval of, the board of directors of the Company’s board of directorsRegistering Entity, stating that the Registering Entity believes that such postponement or withdrawal is necessary in order to avoid premature disclosure of a material matter required, as determined by the Registering Entity after consultation with outside counsel, to be otherwise disclosed in the prospectus the disclosure of which the board has determined would be reasonably expected to result in have a material adverse effect on any proposal or plan by the Registering Entity to engage in any acquisition of assets (other than in the Company’s ordinary course of business) or any merger, amalgamation, consolidation, tender offer or similar transaction, or otherwise would have a material adverse effect on the business, financial conditionassets, results of operations or operations, prospects or financial condition of the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); Registering Entity, provided, however, that the Registering Entity shall not be entitled to so postpone unless it shall (A) concurrently request the suspension of sales by other security holders under registration statements covering securities held by such other security holders, (B) in no event shall accordance with the Company withdraw a Registration Statement under clause Registering Entity’s policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Registering Entity, and (iC) after such Registration Statement has been declared effective; itself refrain from any public offering and providedopen market purchases during the postponement, provided further, however, that the Registering Entity may not effect such a postponement more than once in any 360-day period. If the Registering Entity so postpones the filing of a prospectus or the events described in clause (i) or (ii) aboveeffectiveness of a Registration Statement, the Shareholder shall Holders of a majority of Registrable Securities covered by a particular registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall registration request will not count as one for the purposes of the permitted Demand Registrationslimitation set forth in Sections 2(b) and 2(c). The Company Registering Entity shall provide written notice to the Shareholder of (x) any postponement or withdrawal Holders of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the CompanyRegistering Entity’s decision to file or seek effectiveness of such a Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the Registering Entity will pay all Registration Expenses incurred in connection with any such postponed filing and any such postponed effectiveness of a particular Registration Statement pursuant to this Section 2(d) only onceStatement.

Restrictions on Demand Registrations. (i) The Company shall not be obligated to effect (A) any Demand Registration on Form S-1 (or any similar long-form registration) unless the aggregate fair market value of the Registrable Securities requested to be registered in such Demand Registration (including any Registrable Securities requested to be included in such Demand Registration pursuant to Section 1(b) hereof by holders other than holders that instituted such Demand Registration) is at least $100,000,000 (based on the Closing Price on the Trading Day prior to the day on which such request for a Demand Registration is given), (B) any Demand Registration on Form S-3 (or any similar short-form registration) unless the aggregate fair market value of the Registrable Securities requested to be registered in such Demand Registration (including any Registrable Securities requested to be included in such Demand Registration pursuant to Section 1(b) hereof by holders other than holders that instituted such Demand Registration) is at least $40,000,000 (based on the Closing Price on the Trading Day prior to the day on which such request for a Demand Registration is given) or (C) any Demand Registration within 120 days (or 180 days if such Demand Registration was on a Form S-1 or any successor form) after the effective date of a previous Demand Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 2 and, in each case, in which such holders were able to register and sell at least 90% of the number of Registrable Securities requested to be included therein. In addition, the Company shall not be obligated to effect any Demand Registration within six months during the period starting with the date that is sixty (60) days prior to the Board’s good faith estimate of the date of filing of, and ending on the date that is ninety (90) days (provided that such 90-day period shall be reduced by the number of days in which the 60-day period shall have been extended, if any) after the effective date of a previous Demand Registrationof, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to registerCompany initiated registration, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, provided that if (i) the Company is requested actively employing in good faith all reasonable efforts to effect a Demand Registration under this Agreement which is not otherwise designated by cause such registration to become effective, and provided, further that the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect aggregate number of days that any one or more Demand Registrations (as such term is defined in each are suspended or delayed by operation of the Other Registration Rights Agreementsthis Section 1(g) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) not exceed 180 days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only oncetwelve month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration or Shelf Registration (as hereinafter defined) if, based on the reasonable good faith judgment of the Company’s 's board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter effecting the board has determined registration would be reasonably expected to result in have a material adverse effect on a material financing, acquisition of assets (other than in the ordinary course of business), disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of material nonpublic information the public disclosure of which the Company’s business, financial condition, results 's board of operations or prospects or directors has reasonably determined would not be in the loss best interests of a material opportunity to be disclosed at the Company and the Company shall provide the Initiating Holders with prompt notice of such time postponement or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder Initiating Holders requesting such a Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration registration shall not count as one of the permitted Demand RegistrationsRegistrations and, in any event, no such postponed or withdrawn registration shall count as the Shelf Registration. The Company shall provide written notice to the Shareholder Initiating Holders requesting such registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e2(d), (y) the Company’s 's decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only onceonce in any twelve-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days a reasonable period of time the filing of a Prospectus or the effectiveness of a Registration Statement for a Demand Registration ifor S-3 Registration if the Company furnishes to the Holders a certificate signed by the Chief Executive Officer of the Company, based on following consultation with, and after obtaining the good faith judgment approval of, the board of directors (the “Board”) of the Company’s board of directors, stating that the Company believes that such postponement Demand Registration or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined S-3 Registration would be reasonably expected to result in have a material adverse effect on any proposal by the Company to engage in any acquisition of assets (other than in the Company’s ordinary course of business) or any merger, financial conditionconsolidation, results of operations tender offer or prospects similar transaction, or the loss otherwise would require disclosure of a material opportunity corporate development that the Company is not otherwise required to disclose, and which disclosure would be disclosed at detrimental to the Company and its shareholders or would have a material adverse effect on the business, assets, operations, prospects or financial condition of the Company. The Company may only delay a Demand Registration or an S-3 Registration pursuant to this Section 1(d) by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such time Registration under Section 1(a) or (iic), as applicable, and may delay a Demand Registration or an S-3 Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a Shelf Registration only for a reasonable period of time not to exceed 60 days (or such earlier time as such transaction is consummated or no longer proposed) (the “Blackout Period”). There shall not be more than two Blackout Periods in any 12 month period and the aggregate length of such Blackout Periods shall not exceed 120 days in any 12 month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or an S-3 Registration or to discontinue sales of Registrable Securities covered by a Shelf Registration pursuant to this Section 1(d) and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or an S-3 Registration may be effected or sales of Registrable Securities covered by a Shelf Registration may resume. If the Company shall postpone the filing of a Demand Registration in Statement or an S-3 Registration Statement, the event Majority Holders of the Company Registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide made by giving written notice to the Shareholder of (x) any postponement or withdrawal Company within 30 days after receipt of the filing or effectiveness of Blackout Notice. Such withdrawn registration request shall not be treated as a request for a Demand Registration Statement effected pursuant to this Section 2(e1(a) (and shall not be counted towards the number of Demand Registrations effected), (y) and the Company’s decision to file or seek effectiveness of such Company shall pay all Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only onceExpenses in connection therewith.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, Registration or a previous Shelf Registration Statement (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock Shares requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements Agreement in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, howeverhowever , that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights AgreementsAgreement) pursuant to the Other Registration Rights Agreements Agreement within any eighteen (18) month period during which the Corporation Company is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock Shares equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock Shares held by the Shareholder by (ii) the total number of shares of Registrable Common Stock Shares covered under this Agreement and all of the Other Registration Rights AgreementsAgreement. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders shareholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration (i) within six months thirty (30) days after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective, (ii) during the period any applicable restrictions are still in effect pursuant to any Lock-Up Agreement that has not been waived (or is not reasonably expected to be waived) by the underwriters party thereto, (iii) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board (after consultation with external legal counsel), any registration of Registrable Securities should not be made or continued (or sales under a Shelf Registration Statement should be suspended) because (i) such registration (or continued sales under a Shelf Registration Statement) would materially and adversely interfere with any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the premature disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”) then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing Shelf Registration Statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists and (y) in the case a registration statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a Shelf Registration Statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than (A) 60 days in any 90 day period or (B) for periods exceeding, in the aggregate, 90 days in any 12 month period, or (z) in the case of a Demand Registration, consisting of a Long Form Registration, within 180 days after the effective date of a previous Demand Registration, a previous Shelf Long Form Registration (as hereinafter defined) or a previous registration under in which the Shareholder had Holders of Registrable Securities were given piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, 2.2 and sold, in which at least 2575% of the shares number of Registrable Common Stock Securities requested to be included thereinby the Holders were included in such registration. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as gives written notice of a date other than its fiscal year end (unless Valid Business Reason, the stockholders Holders of Registrable Securities initially requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Demand Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count be treated as one of the permitted Demand Registrations. The Registrations hereunder and the Company shall provide written pay all Expenses in connection with such registration. Notwithstanding the foregoing, the Company may postpone a Demand Registration hereunder only twice in any twelve-month period. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(e), the Company shall not, during the period of postponement, withdrawal or suspension, register any Class A Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iv) of this Section 2.1(e), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Shareholder of Company (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) at the Company’s decision to expense) all copies, other than permanent file or seek effectiveness copies, then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed pursuant to a Demand Registration Statement following (whether pursuant to clause (iv) of this Section 2.1(e) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 60 days after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement), and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2(d) only once2.1(c).

Restrictions on Demand Registrations. The Company Station Corp. shall not be obligated to effect any Demand Registration pursuant to this Section 10.1 (including filing a Registration Statement or any Shelf Takedown Prospectus Supplement) within six three months after the effective date of a previous Demand Registration, a previous Registration or Shelf Registration (as hereinafter defined) Takedown Prospectus Supplement pursuant to this Section 10.1 or a previous registration under which the Shareholder Holders had piggyback rights pursuant to Section 3 10.2 hereof wherein the Shareholder was permitted to register, and sold, at least 25% (irrespective of the shares of Registrable Common Stock requested to be included thereinwhether such rights were exercised). In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company Station Corp. may (i) postpone for up to ninety (90) days two months the filing or the effectiveness of a Registration Statement for a Demand Registration (including any Shelf Takedown Prospectus Supplement) if, based on the good good-faith judgment of the CompanyStation Corp.’s board Board of directorsDirectors (after consultation with its legal and financial advisors), such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined Demand Registration would reasonably be reasonably expected to result in have a material adverse effect on any proposal or plan by Station Corp. or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization, joint venture or other transaction material to the Company’s businessbusiness of Station Corp., financial condition, results as determined by the Board of operations or prospects or the loss Directors of a material opportunity to be disclosed at such time or Station Corp. in its good-faith reasonable judgment (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit“Adverse Disclosure”); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) aboveevent, the Shareholder Exercising Holders(s) initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Exercising Holder(s) shall retain their rights pursuant to this Section 10.1 as if the request for such Demand Registration was not made and any related registration shall not count as one of the permitted Demand RegistrationsRegistrations of the Major Holders under this Section 10.1 and Station Corp. shall pay all Registration Expenses in connection with such registration; provided, further, that, following the postponement of a filing or the effectiveness of a Registration Statement pursuant to this sentence (whether or not the request for the applicable Demand Registration is subsequently withdrawn), Station Corp. may not, in the same calendar year, postpone the filing or effectiveness of any other Registration Statement under this sentence other than in respect of any requests for Demand Registrations made within two months of the initial request that was subject to the postponement. The Company Station Corp. shall provide written notice to the Shareholder Holders of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e10.1(f), (y) the CompanyStation Corp.’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months ninety (90) days after the effective date of the De-SPAC Transaction or within ninety (90) days after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement registration statement or prospectus supplement, as applicable, for a Demand Registration ifor suspend the use of a prospectus included in any registration statement for a Demand Registration, based on if the board of directors of the Company (the “Board”) determines in its good faith judgment judgment, and the Company furnishes to the Investors exercising such Demand Registration Rights a certificate from the chief executive officer of the Company’s board of directorsCompany certifying, as applicable, that such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event would require the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless make an Adverse Disclosure; provided that in such event, the stockholders Investors initially requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Demand Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawnwithdrawn with respect to a Demand Registration, such Demand Registration shall not count as one against the total number of Demand Registrations provided for in Section 1(a) and Section 1(b), and the Company shall pay nonetheless all Registration Expenses in connection with such registration; provided further, that the Company shall not register any securities for its own account or that of any other Investor during such postponement or suspension period other than pursuant to: (a) a Resale Shelf (including any amendments, supplements or any other filings related thereto); (b) a registration relating to the sale or grant of securities to employees of the permitted Demand RegistrationsCompany or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; (c) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (d) a registration in which the only Common Shares being registered are Common Shares issuable upon conversion of debt securities that are also being registered. The Company shall provide written notice to may not delay a Demand Registration or suspend the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness use of a Registration Statement prospectus pursuant to this Section 2(e)1(e) more than once in any period of twelve (12) consecutive months, and the duration of any one suspension or postponement may not exceed sixty (60) days. “Adverse Disclosure” means public disclosure of material non-public information which, in the Board’s reasonable judgment, after consultation with outside counsel to the Company, (yi) would be required to be made in any report or Registration Statement filed with the SEC by the Company so that such report or Registration Statement would not be materially misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such report or Registration Statement; and (iii) such disclosure would be materially adverse to the Company’s decision to file , any pending transaction involving the Company or seek effectiveness of such Registration Statement following such withdrawal any transaction currently proposed by or postponement and (z) under consideration by the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only onceCompany.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six three (3) months after the effective date termination of an offering under a previous Demand Registration (assuming it is not a continuous offering, and if it were a continuous offering, then within six (6) months after the effectiveness of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or within three (3) months after the effectiveness of a previous registration under which the Shareholder Initiating Holder had piggyback rights pursuant to Section 3 4 hereof wherein where the Shareholder Initiating Holder was permitted to register, register and sold, at least 25sell 50% or more of the shares of Registrable Common Stock Shares requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of if (i) the Company’s board of directorsdirectors reasonably determines that a Demand Registration would reasonably be expected to materially and adversely affect an offering of securities of the Company, such postponement or withdrawal the preparation of which had then been commenced, (ii) the Company is necessary in order to avoid premature possession of material non-public information the disclosure of a matter which during the board has determined would be reasonably expected to result period specified in a material adverse effect to such notice the Company’s businessboard of directors reasonably believes would not be in the best interests of the Company, financial condition(iii) the Company, results in its good faith judgment, determines that any registration of operations Registrable Shares should not be made or prospects continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transactions or events involving the loss Company or any of a material opportunity to be disclosed at such time its subsidiaries or (iiiv) postpone the filing of a such Demand Registration in the event would render the Company shall be required unable to prepare audited financial statements as comply with the requirements of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit)applicable securities laws; provided, however, that in no the event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request prior to its effective date and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e2(d), (yii) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only onceonce during any twelve (12) month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration (i) within six months thirty (30) days after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective, (ii) during the period any applicable restrictions are still in effect pursuant to any Lock-Up Agreement that has not been waived (or is not reasonably expected to be waived) by the underwriters party thereto, (iii) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board (after consultation with external legal counsel), any registration of Registrable Securities should not be made or continued (or sales under a Shelf Registration Statement should be suspended) because (i) such registration (or continued sales under a Shelf Registration Statement) would materially and adversely interfere with any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the premature disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”) then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing Shelf Registration Statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists and (y) in the case a registration statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a Shelf Registration Statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than (A) 60 days in any 90 day period or (B) for periods exceeding, in the aggregate, 90 days in any 12 month period, or (z) in the case of a Demand Registration, consisting of a Long Form Registration, within 180 days after the effective date of a previous Demand Registration, a previous Shelf Long Form Registration (as hereinafter defined) or a previous registration under in which the Shareholder had Holders of Registrable Securities were given piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, 2.2 and sold, in which at least 2575% of the shares number of Registrable Common Stock Securities requested to be included thereinby the Holders were included in such registration. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as gives written notice of a date other than its fiscal year end (unless Valid Business Reason, the stockholders Holders of Registrable Securities initially requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Demand Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count be treated as one of the permitted Demand Registrations. The Registrations hereunder and the Company shall provide written pay all Expenses in connection with such registration. Notwithstanding the foregoing, the Company may postpone a Demand Registration hereunder only twice in any twelve-month period. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(e), the Company shall not, during the period of postponement, withdrawal or suspension, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iv) of this Section 2.1(e), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Shareholder of Company (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) at the Company’s decision to expense) all copies, other than permanent file or seek effectiveness copies, then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed pursuant to a Demand Registration Statement following (whether pursuant to clause (iv) of this Section 2.1(e) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 60 days after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement), and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2(d) only once2.1(c).

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration (i) within six months 30 days after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective, (ii) during the period any applicable restrictions are still in effect pursuant to any Lock-Up Agreement that has not been waived (or is not reasonably expected to be waived) by the underwriters party thereto, (iii) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board (after consultation with external legal counsel), any registration of Registrable Securities should not be made or continued (or sales under a Shelf Registration Statement should be suspended) because (i) such registration (or continued sales under a Shelf Registration Statement) would materially and adversely interfere with any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the premature disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”) then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing Shelf Registration Statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists and (y) in the case a registration statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a Shelf Registration Statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than (A) 60 days in any 90 day period or (B) for periods exceeding, in the aggregate, 90 days in any 12 month period, or (z) in the case of a Demand Registration, consisting of a Long Form Registration, within 180 days after the effective date of a previous Demand Registration, a previous Shelf Long Form Registration (as hereinafter defined) or a previous registration under in which the Shareholder had Holders of Registrable Securities were given piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, 2.2 and sold, in which at least 2575% of the shares number of Registrable Common Stock Securities requested to be included thereinby the Holders were included in such registration. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as gives written notice of a date other than its fiscal year end (unless Valid Business Reason, the stockholders Holders of Registrable Securities initially requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Demand Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count be treated as one of the permitted Demand Registrations. The Registrations hereunder and the Company shall provide written pay all Expenses in connection with such registration. Notwithstanding the foregoing, the Company may postpone a Demand Registration hereunder only twice in any twelve-month period. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(e), the Company shall not, during the period of postponement, withdrawal or suspension, register any Ordinary Shares, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iv) of this Section 2.1(e), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Shareholder of Company (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) at the Company’s decision to expense) all copies, other than permanent file or seek effectiveness copies, then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed pursuant to a Demand Registration Statement following (whether pursuant to clause (iv) of this Section 2.1(e) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 60 days after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement), and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2(d) only once2.1(c).

Restrictions on Demand Registrations. The Company shall will not be obligated to effect any Demand Registration within six months one hundred eighty (180) days after the effective date of a previous Long-Form Registration or within ninety (90) days after the effective date of a previous Short-Form Registration or any Piggyback Registration. If the Company, by decision of its board of directors or similar governing body, shall believe in its reasonable and good faith judgment, the filing, effectiveness or use of any Demand Registration or other registration statement or prospectus supplement for purposes of effecting an offering pursuant to Rule 415 under the Securities Act would (i) require the Company to disclose any material non-public information that the Company would not otherwise be required to disclose at such time, (ii) have a material adverse effect on any pending negotiation or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other similar transaction or (iii) be materially harmful to the prospects of the Company, the Company, upon written notice provided to the Requesting Equityholders, may suspend the filing, effectiveness or use of any such Demand Registration, registration statement or prospectus supplement for a previous Shelf Registration period of up to ninety (as hereinafter defined90) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to registerdays; provided, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall that the Company be obligated to effect may not postpone the filing, effectiveness or use of a registration statement for a Demand Registration more than two (2) Demand Registrations hereunder or under times during any twelve (12) month period and no such postponement shall last for a period exceeding one hundred twenty (120) days in the Other Registration Rights Agreements in aggregate during any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in In the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting any such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) suspension or (ii) abovedelay, the Shareholder Requesting Equityholders shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand RegistrationsRegistrations hereunder. The Each Equityholder who is notified by the Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to suspension under this Section 2(d) only onceshall keep the existence of such suspension confidential and shall immediately discontinue (and direct any other Person making offers or sales of Registrable Securities on behalf of such Equityholder to immediately discontinue) offers and sales of Registrable Securities pursuant to the applicable registration statement or prospectus until such time as it is advised in writing by the Company that the use of such registration statement or prospectus may be resumed.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after New Mylan may (a) postpone the effective date filing or the effectiveness of a previous Demand Registration, Registration Statement requested by the Xxxxxx Shareholders or of a previous Shelf Registration (as hereinafter defined) supplement or a previous registration under amendment thereto during the regular quarterly period during which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was directors and executive officers of New Mylan are not permitted to register, and sold, at least 25% trade under the xxxxxxx xxxxxxx policy of New Mylan then in effect until the shares expiration of Registrable Common Stock requested to be included therein. In such quarterly period (but in no event shall the Company be obligated to effect more later than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from Business Days after the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (iNew Mylan’s quarterly earnings announcement) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (ib) postpone for up to ninety (90) calendar days the filing or the effectiveness of a Registration Statement for or of a supplement or amendment thereto if the Board of Directors determines in good faith that such Demand Registration ifor Shelf Registration, based on as the good faith judgment of the Company’s board of directorscase may be, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would (i) reasonably be reasonably expected to result in materially impede, delay, interfere with or otherwise have a material adverse effect to on any material acquisition of assets (other than in the Company’s ordinary course of business), financial conditionmerger, results consolidation, tender offer, financing or any other material business transaction by New Mylan or any of operations or prospects or the loss of a material opportunity to be disclosed at such time its Subsidiaries or (ii) postpone the filing require disclosure of a Demand Registration in the event the Company shall be information that has not been, and is otherwise not required to prepare audited financial statements as be, disclosed to the public, the premature disclosure of a date other than its fiscal year end (unless which would materially and adversely affect New Mylan; provided that the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under postponement right described by clause (ib)(i) after such Registration Statement has been declared effective; and providedand, furtherto the extent resulting from actions within New Mylan’s control, however, that in any of the events described in clause (i) or (ii) aboveb)(ii), the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of be available to New Mylan during the permitted Demand RegistrationsRestricted Period. The Company postponement rights in this Section 6.2 shall provide written notice not be applicable to the Shareholder Xxxxxx Shareholders for more than a total of ninety (x90) calendar days during any period of twelve (12) consecutive months. The postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to rights in this Section 2(e), 6.2 and the holdback obligation in Section 6.10 shall not be applicable to the Xxxxxx Shareholders for more than a total of one hundred eighty (y180) the Company’s decision to file or seek effectiveness calendar days during any period of such Registration Statement following such withdrawal or postponement and twelve (z12) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only onceconsecutive months.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Demand Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board Board of directorsDirectors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Board of Directors has determined would not be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results best interest of operations or prospects or the loss of a material opportunity Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Purchaser requesting such Demand Registration Statement under clause (i) shall be entitled, at any time after receiving notice of such postponement and before such Demand Registration Statement has been declared becomes effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder Purchaser of (x) any postponement or withdrawal of the filing or effectiveness of a Demand Registration Statement pursuant Table of Contents to this Section 2(e3(d), (y) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Demand Registration Statement. The Company may defer the filing or effectiveness of a particular Demand Registration Statement pursuant to this Section 2(d3(d) only onceonce during any twelve (12)-month period. Notwithstanding the provisions of this Section 3(d), the Company may not postpone the filing or effectiveness of a Demand Registration Statement past the date that is the earliest of (a) the date upon which any disclosure of a matter the Board of Directors has determined would not be in the best interest of the Company to be disclosed is disclosed to the public or ceases to be material, (b) forty-five (45) days after the date upon which the Board of Directors has determined such matter should not be disclosed and (c) such date that, if such postponement continued, would result in there being more than ninety (90) days in the aggregate in any twelve (12)-month period during which the filing or effectiveness of one or more Registration Statements has been so postponed. The period during which filing or effectiveness is so postponed hereunder is referred to as a “Delay Period.”

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Registerable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under collectively pursuant to this Agreement and the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder shareholder to be a “"shelf” " registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period period, during which the Corporation Company is eligible to file a registration statement Registration Statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Registerable Common Stock equal to the product obtained by dividing (i) the total number of shares of Registrable Registerable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Registerable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. In the event that any of the Shares of the Shareholder have not been included in a Registration Statement because of the preceding sentence, then the Shareholder shall not be deemed to have utilized a Demand Registration under this Agreement. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s 's board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s 's business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders shareholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e2(d), (y) the Company’s 's decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Demand Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board 's Board of directorsDirectors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Board of Directors has determined would not be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results best interest of operations or prospects or the loss of a material opportunity Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Stockholder requesting such Demand Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled at any time after receipt of any notice of postponement and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall promptly provide written notice to the Shareholder Stockholder of (x) any postponement or withdrawal of the filing or effectiveness of a Demand Registration Statement pursuant to this Section 2(e3(d), (y) the Company’s 's decision to file or seek effectiveness of such Demand Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Demand Registration Statement. The Company may defer the filing or effectiveness of a particular Demand Registration Statement pursuant to this Section 2(d3(d) only onceonce during any 12-month period. Notwithstanding the provisions of this Section 3(d), the Company may not postpone the filing or effectiveness of a Demand Registration Statement past the date that, if such postponement continued, would result in there being more than sixty (60) days in the aggregate in any 12 month period during which the filing or effectiveness of one or more Registration Statements has been so postponed; provided, however, that if the filing or effectiveness of a Demand Registration Statement has been postponed due to a determination by the Board of Directors that the Company is in possession of material non-public information that would not be in the best interest of the Company to be disclosed, such period of postponement will not extend beyond the second Business Day following the day on which such matter is disclosed to the public or ceases to be material. The period during which filing or effectiveness is so postponed hereunder is referred to as a "Delay Period."

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six three (3) months after the effective date termination of an offering under a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder Initiating Holder had piggyback rights pursuant to Section 3 4 hereof wherein where the Shareholder Initiating Holder was permitted to register, register and sold, at least 25sell 50% or more of the shares of Registrable Common Stock Shares requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of if (i) the Company’s board of directorsdirectors reasonably determines that a Demand Registration would reasonably be expected to materially and adversely affect an offering of securities of the Company, such postponement or withdrawal the preparation of which had then been commenced, (ii) the Company is necessary in order to avoid premature possession of material non-public information the disclosure of a matter which during the board has determined would be reasonably expected to result period specified in a material adverse effect to such notice the Company’s businessboard of directors reasonably believes would not be in the best interests of the Company, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (iiiii) postpone the filing of a such Demand Registration in the event would render the Company shall be required unable to prepare audited financial statements as comply with the requirements of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit)applicable securities laws; provided, however, that in no the event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request prior to its effective date and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e2(d), (yii) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only onceonce during any twelve (12) month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration (i) within six months thirty (30) days after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective, (ii) during the period any applicable restrictions are still in effect pursuant to any Lock-Up Agreement that has not been waived (or is not reasonably expected to be waived) by the underwriters party thereto, (iii) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board (after consultation with external legal counsel), any registration of Registrable Securities should not be made or continued (or sales under a Shelf Registration Statement should be suspended) because (i) such registration (or continued sales under a Shelf Registration Statement) would materially and adversely interfere with any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries; (ii) the Company is in possession of material non-public information, the premature disclosure of which has been determined by the Board to not be in the Company’s best interests or (iii) to comply with the Securities Act, the Exchange Act, or the respective rules and regulations promulgated thereunder (in any case, a “Valid Business Reason”) then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing Shelf Registration Statement until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists and (y) in the case where a registration statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a Shelf Registration Statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than (A) 60 days in any 90-day period or (B) for periods exceeding, in the aggregate, 90 days in any twelve-month period, or (z) in the case of a Demand Registration, consisting of a Long Form Registration, within 180 days after the effective date of a previous Demand Registration, a previous Shelf Long Form Registration (as hereinafter defined) or a previous registration under in which the Shareholder had Holders of Registrable Securities were given piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, 2.2 and sold, in which at least 2575% of the shares number of Registrable Common Stock Securities requested to be included thereinby the Holders were included in such registration. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as gives written notice of a date other than its fiscal year end (unless Valid Business Reason, the stockholders Holders of Registrable Securities initially requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Demand Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count be treated as one of the permitted Demand Registrations. The Registrations hereunder and the Company shall provide written pay all Expenses in connection with such registration. Notwithstanding the foregoing, the Company may postpone a Demand Registration hereunder only twice in any twelve-month period. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(e), the Company shall not, during the period of postponement, withdrawal or suspension, register any Class A Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iv) of this Section 2.1(e), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Shareholder of Company (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) at the Company’s decision to expense) all copies, other than permanent file or seek effectiveness copies, then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed pursuant to a Demand Registration Statement following (whether pursuant to clause (iv) of this Section 2.1(e) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, not later than five (5) Business Days after the Valid Business Reason that caused such withdrawal or postponement and no longer exists (z) but in no event later than 60 days after the effectiveness date of such Registration Statement. The Company may defer the filing postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of a particular Registration Statement pursuant to this Section 2(d) only once.the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Demand Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Company has determined would not be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results best interest of operations or prospects or the loss of a material opportunity Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Stockholder requesting such Demand Registration Statement under clause (i) shall be entitled, at any time after receiving notice of such postponement and before such Demand Registration Statement has been declared becomes effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder Stockholder of (x) any postponement or withdrawal of the filing or effectiveness of a Demand Registration Statement pursuant to this Section 2(e3(d), (y) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Demand Registration Statement. The Company may defer the filing or effectiveness of a particular Demand Registration Statement pursuant to this Section 2(d3(d) only onceonce during any 12-month period. Notwithstanding the provisions of this Section 3(d), the Company may not postpone the filing or effectiveness of a Demand Registration Statement past the date that is the earliest of (a) the date upon which any disclosure of a matter the Company has determined would not be in the best interest of the Company to be disclosed is disclosed to the public or ceases to be material, (b) forty-five (45) days after the date upon which the Company has determined such matter should not be disclosed and (c) such date that, (x) prior to the date that is one year after the Closing Date, if such postponement continued, would result in there being more than ninety (90) days in the aggregate during which the filing or effectiveness of one or more Registration Statements has been so postponed, and (y) from and after the date that is one year after the Closing Date, if such postponement continued, would result in there being more than one hundred eighty (180) days in the aggregate in any 12 month period during which the filing or effectiveness of one or more Registration Statements has been so postponed. The period during which filing or effectiveness is so postponed hereunder is referred to as a “Delay Period.”

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration Registration: (i) within six months one hundred eighty (180) days after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under in which the Shareholder had holders of the Registrable Securities were given piggyback rights pursuant to Section 3 hereof wherein 2; (ii) if the Shareholder was permitted to registerCompany, and sold, at least 25% within ten (10) days of the shares receipt of a request of a Demand Registration, gives notice of its bona fide intention to effect the filing of a registration statement under the Securities Act within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Common Stock requested to be included therein. In no event shall Securities); (iii) during the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, period starting with the first such period measured from date sixty (60) days prior to the Company's estimated date of the first Demand Registration filing of, and ending on the same date twelve six (6) months following such Demand Registrationimmediately following, whether the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or not a Business Day; providedwith respect to an employee benefit plan), however, provided that if (i) the Company is requested actively employing in good faith all reasonable efforts to effect cause such registration statement to become effective; or (iv) if the Company shall furnish to the holders of the Registrable securities a Demand Registration under this Agreement which is not otherwise designated certificate signed by the Shareholder Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be a “shelf” registration statement and (ii) is also requested filed in the near future, then the Company's obligation to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible use its best efforts to file a registration statement on Form S-3 or on shall be deferred for a successor form, then period not to exceed one hundred eighty (180) days from the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage receipt of the Registrable Common Stock equal request to the product obtained file such registration by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreementssuch holders. The Company may (i) postpone for up to ninety (90) 180 days the filing or the effectiveness of a Registration Statement registration statement for a Demand Registration if, based on if the good faith judgment Company and the holders of a majority of the Company’s board of directors, Registrable Securities agree that such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined Demand Registration would reasonably be reasonably expected to result in have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the Company’s ordinary course of business) or any merger, financial conditionconsolidation, results tender offer, reorganization or similar transaction; provided that in such event, the holders of operations or prospects or the loss of a material opportunity to be disclosed at Registrable Securities initially requesting such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Registrations hereunder and the Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a pay all Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of Expenses in connection with such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statementregistration. The Company may defer the filing of postpone a particular Demand Registration Statement pursuant to this Section 2(dhereunder only once in any twelve (12) only oncemonth period.

Restrictions on Demand Registrations. The Company Except as otherwise provided in this Section 3.1(c), the Issuer shall not be obligated to effect any (i) more than three Demand Registrations and Underwritten Shelf Takedowns, in the aggregate, pursuant to the AREC Demand Right, and (ii) more than one Demand Registration within six months or Underwritten Shelf Takedown, in the aggregate, pursuant to the Alleghany Demand Right. The Issuer may effect a registration pursuant to any AREC Demand Right or Alleghany Demand Right on such forms available to the Issuer as it selects in its sole discretion (subject to the last sentence of Section 3.2(a)). In addition, the Issuer shall not be obligated to effect a Demand Registration, Shelf Registration and Underwritten Shelf Takedown: (v) prior to May 1, 2015 pursuant to the Alleghany Demand Right or the AREC Demand Right; (w) following May 1, 2015 and prior to May 1, 2016 (i) for more than 50% of the Registrable Securities held by Alleghany on May 1, 2014, in the case of an Alleghany Demand Right, or (ii) for more than 50% of the Registrable Securities held by AREC on May 1, 2014, in the case of an AREC Demand Right; (x) for 90 days from declaration of the effectiveness of a registration statement filed by the Issuer pursuant to this Section 3.1; (y) during the period starting with the date 30 days prior to the Issuer’s good faith estimate of the date of filing of, and ending on a date 60 days after the effective date of, a registration statement subject to Section 3.3 hereof; provided, that the Issuer is using reasonable efforts to cause such registration statement to become effective; or (z) if the Board of Directors has determined in good faith that the filing of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under statement would require disclosure of material information which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included thereinIssuer has a bona fide business purpose for preserving as confidential (a “Valid Business Reason”). In no event such event, the Issuer shall the Company not be obligated to effect more than two the registration until the earlier of (2A) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of upon which such material information is disclosed to the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether public or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement no longer material and (iiB) is also requested to effect one or more Demand Registrations (as 90 days after the Issuer first makes such term is defined in each of the Other Registration Rights Agreements) pursuant good faith determination. Notwithstanding anything to the Other Registration Rights Agreements within any eighteen (18) month period during which contrary contained herein, the Corporation is eligible to file Issuer may not postpone or withdraw a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all Section 3.1(c) more than twice for an aggregate period of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) 150 days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once12 month period.

Restrictions on Demand Registrations. The Company Except as otherwise provided in this Section 3.1(c), the Issuer shall not be obligated to effect any (i) more than three Demand Registrations and Underwritten Shelf Takedowns, in the aggregate, pursuant to the AREC Demand Right, and (ii) more than one Demand Registration within six months or Underwritten Shelf Takedown, in the aggregate, pursuant to the Alleghany Demand Right. The Issuer may effect a registration pursuant to any AREC Demand Right or Alleghany Demand Right on such forms available to the Issuer as it selects in its sole discretion (subject to the last sentence of Section 3.2(a)). In addition, the Issuer shall not be obligated to effect a Demand Registration, Shelf Registration and Underwritten Shelf Takedown: (v) prior to the first anniversary of the Effective Date pursuant to the Alleghany Demand Right or the AREC Demand Right; (w) following the first anniversary and prior to the second anniversary of the Effective Date (i) for more than 50% of the Registrable Securities held by Alleghany on the Effective Date, in the case of an Alleghany Demand Right, or (ii) for more than 50% of the Registrable Securities held by AREC on the Effective Date, in the case of an AREC Demand Right; (x) for 90 days from declaration of the effectiveness of a registration statement filed by the Issuer pursuant to this Section 3.1; (y) during the period starting with the date 30 days prior to the Issuer’s good faith estimate of the date of filing of, and ending on a date 60 days after the effective date of, a registration statement subject to Section 3.3 hereof; provided, that the Issuer is using reasonable efforts to cause such registration statement to become effective; or (z) if the Board of Directors has determined in good faith that the filing of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under statement would require disclosure of material information which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included thereinIssuer has a bona fide business purpose for preserving as confidential (a “Valid Business Reason”). In no event such event, the Issuer shall the Company not be obligated to effect more than two the registration until the earlier of (2A) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of upon which such material information is disclosed to the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether public or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement no longer material and (iiB) is also requested to effect one or more Demand Registrations (as 90 days after the Issuer first makes such term is defined in each of the Other Registration Rights Agreements) pursuant good faith determination. Notwithstanding anything to the Other Registration Rights Agreements within any eighteen (18) month period during which contrary contained herein, the Corporation is eligible to file Issuer may not postpone or withdraw a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all Section 3.1(c) more than twice for an aggregate period of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) 150 days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once12 month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months 180 days after the effective date of a previous Demand Long-Form Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) 90 days the filing or the effectiveness of a registration statement (or the use of a Shelf Registration Statement Statement) for a Demand Registration if, based on the good faith judgment of if the Company’s board of directors, directors (or any successor governing body) reasonably determines in its good faith judgment (i) that such postponement Demand Registration (or withdrawal is necessary in order to avoid premature disclosure use of a matter the board has determined Shelf Registration Statement) would reasonably be reasonably expected to result in have a material adverse effect to on the Company’s or any of its Subsidiaries’ ability to complete any proposal or plan by the Company or any of its Subsidiaries to engage in any material financing, acquisition of assets (other than in the ordinary course of business) or securities, financial conditionor any material recapitalization, results of operations merger, consolidation, tender offer, reorganization or prospects or the loss of a similar material opportunity to be disclosed at such time transaction or (ii) postpone the filing or effectiveness of a such registration statement (or the use of the Shelf Registration Statement) would require the inclusion in such registration statement or related prospectus of financial information or pro forma financial statements related to an acquisition or disposition that cannot be produced without unreasonable effort or expense; provided that in such event, the holders of Registrable Securities initially requesting such Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn with respect to a Long-Form Registration is so withdrawn, such Demand Registration shall not count as one against the total number of Long-Form Registrations provided for in Section 1B, and the permitted Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a pay all Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of Expenses in connection with such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statementregistration. The Company may defer delay a Demand Registration hereunder only once in any consecutive 12-month period. No holder of Registrable Securities shall have the filing of right to request a particular Demand Registration Statement or sell pursuant to this Section 2(d) only oncea Shelf Offering or any existing registration statement at a time when the Company’s xxxxxxx xxxxxxx policy prohibits trading in the Company’s securities unless an exception to such policy is applicable to all holders of Registrable Securities.

Restrictions on Demand Registrations. The Company shall not be obligated to effect more than two Demand Registrations in any 12-month period. The Company shall not be obligated to effect any Demand Registration within six months 180 days after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under in which the Shareholder had holders of Registrable Securities were given piggyback rights pursuant to Section 3 hereof wherein and, in the Shareholder was permitted case of a previous Demand Registration, were able to register, register and sold, sell at least 2575% of the shares of Registrable Common Stock requested Securities proposed to be included therein. In no event shall in such registration or, in the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date case of the first Demand Registration and ending on the same date twelve months following such Demand a previous Piggyback Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period were able to register that percentage and sell at least 50% of the Registrable Common Stock equal Securities proposed to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreementsbe included in such registration. The Company may (i) postpone for up to ninety (90) 90 days the filing or the effectiveness of a Registration Statement registration statement for a Demand Registration if, based on the good faith judgment if a certificate signed by an executive officer of the Company’s board Company is promptly furnished to the holders requesting the Demand Registration stating that the Board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure Directors of a matter the board Company has determined that such a Demand Registration would reasonably be reasonably expected to result in have a material adverse effect on any proposal or plan by the Company to engage in any acquisition of assets (other than in the Company’s ordinary course of business) or any merger, financial conditionconsolidation, results of operations tender offer, reorganization or prospects or similar transaction. In addition, the loss of a material opportunity Company may postpone for up to be disclosed at such time or (ii) postpone 180 days the filing of a registration statement for a Demand Registration if a certificate signed by an executive officer of the Company is promptly furnished to the holders requesting the Demand Registration stating that the Company intends to file a registration statement for a primary offering of its debt or equity securities within the next 60 days so long as the Company is at all times proceeding in good faith to make such registration statement effective. In the event the Company shall be required to prepare audited financial statements as filing or the effectiveness of a date other than its fiscal year end (unless the stockholders requesting such registration agree statement is postponed pursuant to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) abovethis Section 2.3, the Shareholder holders of Registrable Securities initially requesting the Demand Registration shall be entitled to withdraw such request and, if such their request. If their request is withdrawn, such the Demand Registration shall not count as one of the three permitted Demand RegistrationsRegistrations and the Company will pay all Registration Expenses in connection with such registration. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of may delay the filing or suspend the effectiveness of a Demand Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) 2.3 only onceonce in any 12-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six three months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was Initiating Holders were permitted to register, and sold, at least 2550% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve eighteen (1218) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months during the eighteenth month following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s 's board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would not be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results best interest of operations or prospects or the loss of a material opportunity Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder Initiating Holders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e2(d), (y) the Company’s 's decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under collectively pursuant to this Agreement and the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation Company is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Registerable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Registerable Common Stock held by the Shareholder and proposed to be registered hereunder by (ii) the total of the number of shares of Registrable Registerable Common Stock covered proposed to be registered hereunder and the number of shares of Common Stock which are registerable and are proposed to be registered under this Agreement and all of the Other Registration Rights Agreements. In the event that any of the Shares of the Shareholder have not been included in a Registration Statement because of the preceding sentence, then the Shareholder shall not be deemed to have utilized a Demand Registration under this Agreement. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s 's board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s 's business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders shareholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e2(c), (y) the Company’s 's decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d2(c) only once.

Restrictions on Demand Registrations. The Company shall not be ------------------------------------ obligated to effect more than two Demand Registrations in any 12-month period. The Company shall not be obligated to effect any Demand Registration within six months 180 days after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under in which the Shareholder had holders of Registrable Securities were given piggyback rights pursuant to Section 3 hereof wherein and, in the Shareholder was permitted case of a previous Demand Registration, were able to register, register and sold, sell at least 2575% of the shares of Registrable Common Stock requested Securities proposed to be included therein. In no event shall in such registration or, in the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date case of the first Demand Registration and ending on the same date twelve months following such Demand a previous Piggyback Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period were able to register that percentage and sell at least 50% of the Registrable Common Stock equal Securities proposed to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreementsbe included in such registration. The Company may (i) postpone for up to ninety (90) 90 days the filing or the effectiveness of a Registration Statement registration statement for a Demand Registration if, based on the good faith judgment if a certificate signed by an executive officer of the Company’s board Company is promptly furnished to the holders requesting the Demand Registration stating that the Board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure Directors of a matter the board Company has determined that such a Demand Registration would reasonably be reasonably expected to result in have a material adverse effect on any proposal or plan by the Company to engage in any acquisition of assets (other than in the Company’s ordinary course of business) or any merger, financial conditionconsolidation, results of operations tender offer, reorganization or prospects or similar transaction. In addition, the loss of a material opportunity Company may postpone for up to be disclosed at such time or (ii) postpone 180 days the filing of a registration statement for a Demand Registration if a certificate signed by an executive officer of the Company is promptly furnished to the holders requesting the Demand Registration stating that the Company intends to file a registration statement for a primary offering of its debt or equity securities within the next 60 days so long as the Company is at all times proceeding in good faith to make such registration statement effective. In the event the Company shall be required to prepare audited financial statements as filing or the effectiveness of a date other than its fiscal year end (unless the stockholders requesting such registration agree statement is postponed pursuant to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) abovethis Section 2.3, the Shareholder holders of Registrable Securities initially requesting the Demand Registration shall be entitled to withdraw such request and, if such their request. If their request is withdrawn, such the Demand Registration shall not count as one of the three permitted Demand RegistrationsRegistrations and the Company will pay all Registration Expenses in connection with such registration. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of may delay the filing or suspend the effectiveness of a Demand Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) 2.3 only onceonce in any 12- month period.

Restrictions on Demand Registrations. The Neither the Vestar Demand Rights nor the Employee Demand Rights may be exercised by the holders thereof during (i) a 90 day period following a Default Event or (ii) any process associated with a Company Sale following a Default Event. Except as otherwise provided in this Section 5.1(d), Holdings shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a three Long-Form Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement Registrations and (ii) is also requested to effect one or more unlimited Short-Form Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation extent Holdings is eligible a registrant entitled to file a registration statement on Form S-3 or on a any successor formor similar short-form registration statement, then in each case pursuant to each of the Company Vestar Demand Right and the Preferred Demand Right. Holdings shall only not be obligated with respect to such latter effect an Employee Demand Right until after the first anniversary of the date of Holdings’ first Public Offering. Thereafter, Holdings shall be obligated to effect (x) one Long-Form Demand Registration and (y) one Short-Form Demand Registration per year to the extent Holdings is a registrant entitled to file a registration statement during such period on Form S-3 or any successor or similar short-form registration statement, in each case pursuant to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares an Employee Demand Right. Any Demand Registration following Holdings’ initial Public Offering requested must be for a firmly underwritten public offering of Registrable Common Stock held Securities with an expected value of at least $10 million to be managed by an underwriter or underwriters of recognized national standing selected by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement Requesting Holders and all of the Other Registration Rights Agreementsreasonably acceptable to Holdings. The Company Holdings may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for delay effecting a Demand Registration ifRegistration, based on the for no more than 120 days in any calendar year period, if after a request is made, Holdings has determined in good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone that the filing of a Demand Registration in registration request would require disclosure of material information which Holdings has a bona fide business purpose for preserving as confidential, Holdings shall not be obligated to effect the event registration until the Company shall be required earlier of (A) the date upon which such material information is disclosed to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in public or is no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) longer material or (iiB) above, the Shareholder shall be entitled to withdraw 120 days after Holdings first makes such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only oncegood faith determination.

Restrictions on Demand Registrations. The Company Except as otherwise provided in this Section 3.1(c), the Issuer shall not be obligated to effect any (i) more than three Demand Registrations and Underwritten Shelf Takedowns, in the aggregate, pursuant to the AREC Demand Right, and (ii) more than one Demand Registration within six months or Underwritten Shelf Takedown, in the aggregate, pursuant to the Alleghany Demand Right. The Issuer may effect a registration pursuant to any AREC Demand Right or Alleghany Demand Right on such forms available to the Issuer as it selects in its sole discretion (subject to the last sentence of Section 3.2(a)). In addition, the Issuer shall not be obligated to effect a Demand Registration, Shelf Registration and Underwritten Shelf Takedown: (v) prior to May 1, 2015 pursuant to the Alleghany Demand Right or the AREC Demand Right; (w) following May 1, 2015 and prior to May 1, 2016 (i) for more than 50% of the Registrable Securities held by Alleghany on May 1, 2014, in the case of an Alleghany Demand Right, or (ii) for more than 50% of the Registrable Securities held by AREC on May 1, 2014, in the case of an AREC Demand Right; (x) for 90 days from declaration of the effectiveness of a registration statement filed by the Issuer pursuant to this Section 3.1; (y) during the period starting with the date 30 days prior to the Issuer’s good faith estimate of the date of filing of, and ending on a date 60 days after the effective date of, a registration statement subject to Section 3.3 hereof; provided, that the Issuer is using reasonable efforts to cause such registration statement to become effective; or (z) if the Board of Directors has determined in good faith that the filing of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under statement would require disclosure of material information which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included thereinIssuer has a bona fide business purpose for preserving as confidential (a “Valid Business Reason”). In no event such event, the Issuer shall the Company not be obligated to effect more than two the registration until the earlier of (2A) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of upon which such material information is disclosed to the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether public or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement no longer material and (iiB) is also requested to effect one or more Demand Registrations (as 90 days after the Issuer first makes such term is defined in each of the Other Registration Rights Agreements) pursuant good faith determination. Notwithstanding anything to the Other Registration Rights Agreements within any eighteen (18) month period during which contrary contained herein, the Corporation is eligible to file Issuer may not postpone or withdraw a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all Section 3.1(c) more than twice for an aggregate period of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) 150 days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations12 month period. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once.3.2

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days a reasonable period of time the filing of a Prospectus or the effectiveness of a Registration Statement for a Demand Registration ifif the Company furnishes to Xxxxxxxx a certificate signed by the Chief Financial Officer of the Company, based on following consultation with, and after obtaining the good faith judgment approval of, the board of directors (the “Board”) of the Company’s board of directors, stating that the Company believes that such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined Demand Registration would be reasonably expected to result in have a material adverse effect on any proposal by the Company to engage in any acquisition of assets (other than in the Company’s ordinary course of business) or any merger, financial conditionconsolidation, results of operations tender offer or prospects similar transaction, or the loss otherwise would require disclosure of a material opportunity corporate development that the Company is not otherwise required to disclose, and which disclosure would be disclosed at detrimental to the Company and its shareholders or would have a material adverse effect on the business, assets, operations, prospects or financial condition of the Company. The Company may only delay a Demand Registration pursuant to this Section 1(d) by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such Registration, and may delay a Demand Registration for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed) (iithe “Blackout Period”). There shall not be more than two Blackout Periods in any 12 month period and the aggregate length of such Blackout Periods shall not exceed 120 days in any 12 month period. The Company shall promptly notify Xxxxxxxx in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration pursuant to this Section 1(d) and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company to promptly notify Xxxxxxxx as soon as a Demand Registration may be effected. If the Company shall postpone the filing of a Demand Registration in Statement, Xxxxxxxx has the event right to withdraw the Company request for registration. Any such withdrawal shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide made by giving written notice to the Shareholder of (x) any postponement or withdrawal Company within 30 days after receipt of the filing or effectiveness of Blackout Notice. Such withdrawn registration request shall not be treated as a request for a Demand Registration Statement effected pursuant to this Section 2(e1(a) (and shall not be counted towards the number of Demand Registrations effected), (y) and the Company’s decision to file or seek effectiveness of such Company shall pay all Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only onceExpenses in connection therewith.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration (i) within six months thirty (30) days after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective, (ii) during the period any applicable restrictions are still in effect pursuant to any Lock-Up Agreement that has not been waived (or is not reasonably expected to be waived) by the underwriters party thereto, (iii) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board (after consultation with external legal counsel), any registration of Registrable Securities should not be made or continued (or sales under a Shelf Registration Statement should be suspended) because (i) such registration (or continued sales under a Shelf Registration Statement) would materially and adversely interfere with any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the premature disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”) then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing Shelf Registration Statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the effective date the Board determines a Valid Business Reason exists and (y) in the case a registration statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a previous Demand Registration, registration statement or suspend sales under a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, Statement and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In f act that the Valid Business Reason for such postponement, withdrawal or suspension no event shall longer exists, in each case, promptly after the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Dayoccurrence thereof; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once.not

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days a reasonable period of time the filing of a Prospectus or the effectiveness of a Registration Statement for a Demand Registration ifor S-3 Registration if the Company furnishes to the Holders a certificate signed by the Chief Executive Officer of the Company, based on following consultation with, and after obtaining the good faith judgment approval of, the board of directors (the "Board") of the Company’s board of directors, stating that the Company believes that such postponement Demand Registration or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined S-3 Registration would be reasonably expected to result in have a material adverse effect on any proposal by the Company to engage in any acquisition of assets (other than in the Company’s ordinary course of business) or any merger, financial conditionconsolidation, results of operations tender offer or prospects similar transaction, or the loss otherwise would require disclosure of a material opportunity corporate development that the Company is not otherwise required to disclose, and which disclosure would be disclosed at detrimental to the Company and its shareholders or would have a material adverse effect on the business, assets, operations, prospects or financial condition of the Company. The Company may only delay a Demand Registration or an S-3 Registration pursuant to this Section 1(d) by delivery of a Blackout Notice (as defined below) within 30 days of delivery of the request for such time Registration under Section 1(a) or (iic), as applicable, and may delay a Demand Registration or an S-3 Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a Shelf Registration only for a reasonable period of time not to exceed 60 days (or such earlier time as such transaction is consummated or no longer proposed) (the "Blackout Period"). There shall not be more than two Blackout Periods in any 12 month period and the aggregate length of such Blackout Periods shall not exceed 120 days in any 12 month period. The Company shall promptly notify the Holders in writing (a "Blackout Notice") of any decision to postpone a Demand Registration or an S-3 Registration or to discontinue sales of Registrable Securities covered by a Shelf Registration pursuant to this Section 1(d) and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or an S-3 Registration may be effected or sales of Registrable Securities covered by a Shelf Registration may resume. If the Company shall postpone the filing of a Demand Registration in Statement or an S-3 Registration Statement, the event Majority Holders of the Company Registration who were to participate therein shall have the right to withdraw the request for registration. Any such withdrawal shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide made by giving written notice to the Shareholder of (x) any postponement or withdrawal Company within 30 days after receipt of the filing or effectiveness of Blackout Notice. Such withdrawn registration request shall not be treated as a request for a Demand Registration Statement effected pursuant to this Section 2(e1(a) (and shall not be counted towards the number of Demand Registrations effected), (y) and the Company’s decision to file or seek effectiveness of such Company shall pay all Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only onceExpenses in connection therewith.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration (i) within six months 30 days after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective, (ii) during the period any applicable restrictions are still in effect pursuant to any Lock-Up Agreement that has not been waived (or is not reasonably expected to be waived) by the underwriters party thereto, (iii) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board (after consultation with external legal counsel), any registration of Registrable Securities should not be made or continued (or sales under a Shelf Registration Statement should be suspended) because (i) such registration (or continued sales under a Shelf Registration Statement) would materially and adversely interfere with any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the premature disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”) then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing Shelf Registration Statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists and (y) in the case a registration statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration ​ statement or suspend sales under a Shelf Registration Statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than (A) 60 days in any 90 day period or (B) for periods exceeding, in the aggregate, 90 days in any 12 month period, or (z) in the case of a Demand Registration, consisting of a Long Form Registration, within 180 days after the effective date of a previous Demand Registration, a previous Shelf Long Form Registration (as hereinafter defined) or a previous registration under in which the Shareholder had Holders of Registrable Securities were given piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, 2.2 and sold, in which at least 2575% of the shares number of Registrable Common Stock Securities requested to be included thereinby the Holders were included in such registration. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as gives written notice of a date other than its fiscal year end (unless Valid Business Reason, the stockholders Holders of Registrable Securities initially requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Demand Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count be treated as one of the permitted Demand Registrations. The Registrations hereunder and the Company shall provide written pay all Expenses in connection with such registration. Notwithstanding the foregoing, the Company may postpone a Demand Registration hereunder only twice in any twelve-month period. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(e), the Company shall not, during the period of postponement, withdrawal or suspension, register any Ordinary Shares, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iv) of this Section 2.1(e), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Shareholder of Company (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) at the Company’s decision to expense) all copies, other than permanent file or seek effectiveness copies, then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed pursuant to a Demand Registration Statement following (whether pursuant to clause (iv) of this Section 2.1(e) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 60 days after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement), and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2(d) only once2.1(c).

Restrictions on Demand Registrations. The Company shall not be obligated to effect more than one (1) Demand Registration within any (i) twelve (12)-month period unless the Company is eligible for S-3 Registration (as defined below) and (ii) six (6)-month period if the Company is eligible for S-3 Registration. The Company shall not be obligated to effect any Demand Registration within six three (3) months after the effective date of a previous Demand Registration, a previous Shelf S-3 Registration (as hereinafter defined) or a previous registration under which the Shareholder Shareholders had piggyback registration rights pursuant to Section 3 hereof wherein the Shareholder was Shareholders were permitted to register, and actually sold, at least 2550% of the shares of Registrable Common Stock Securities requested to be included thereintherein by such Shareholders. In no event The Company shall the Company not be obligated to take action to effect more than any Demand Registration after the Company has effected two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve such registrations for each of (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (iy) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement Deshe Family Shareholders and (iiz) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) Diamond Family Shareholders, pursuant to the Other Registration Rights Agreements within any eighteen (18this Section 2(c) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to and such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreementsregistrations have been declared effective. The Company may (i) postpone or withdraw for up to ninety one hundred twenty (90120) days the confidential submission, filing or the effectiveness of (or suspend the use of) a Registration Statement for a Demand Registration if, if (A) based on the good faith reasonable judgment of the Company’s board disinterested members of directorsthe Board, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Board has determined would not be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results best interest of operations or prospects or the loss of a material opportunity Company to be disclosed at such time or (iiB) postpone the Company is pursuing a material financing, material acquisition or other material corporate transaction; provided that if the Company exercises its right to withdraw the filing or the effectiveness of a Registration Statement for a Demand Registration in then the event the Company shall be required to prepare audited financial statements as of a date other than Initiating Shareholders may withdraw its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such their request and, if such request is withdrawn, for such Demand Registration (and such Demand shall not count as one of the permitted Demand Registrationsagainst such Initiating Shareholders). The Company shall provide written notice notices to the Shareholder relevant Initiating Shareholders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of (or suspension of the use of) a Registration Statement pursuant to this Section 2(e2(c), (y) the Company’s decision to file refile or seek effectiveness of such Registration Statement following such withdrawal or postponement (or suspension) and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d2(c) only onceonce during any twelve-month period. The restrictions set forth in this Section 2(c) shall apply regardless of the form of the Registration Statement containing Registrable Securities and for the avoidance of doubt shall apply to S-3 Registrations. Notwithstanding anything to the contrary herein, the Company shall have no obligation to register, file any Registration Statement or take any other action during any underwriter lock-up period applicable to the Company’s Public Offering to the extent any such action would result in a violation of such lock-up agreement of the Company.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration (i) within six months thirty (30) days after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective, (ii) during the period any applicable restrictions are still in effect pursuant to any Lock-Up Agreement that has not been waived (or is not reasonably expected to be waived) by the underwriters party thereto, (iii) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board (after consultation with external legal counsel), any registration of Registrable Securities should not be made or continued (or sales under a Shelf Registration Statement should be suspended) because (i) such registration (or continued sales under a Shelf Registration Statement) would materially and adversely interfere with any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries; (ii) the Company is in possession of material non-public information, the premature disclosure of which has been determined by the Board to not be in the Company’s best interests or (iii) to comply with the Securities Act, the Exchange Act, or the respective rules and regulations promulgated thereunder (in any case, a “Valid Business Reason”) then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing Shelf Registration Statement until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists and (y) in the case where a registration statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a Shelf Registration Statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than (A) 60 days in any 90-day period or (B) for periods exceeding, in the aggregate, 90 days in any twelve-month period, or (z) in the case of a Demand Registration, consisting of a Long Form Registration, within 180 days after the effective date of a previous Demand Registration, a previous Shelf Long Form Registration (as hereinafter defined) or a previous registration under in which the Shareholder had Holders of Registrable Securities were given piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, 2.2 and sold, in which at least 2575% of the shares number of Registrable Common Stock Securities requested to be included thereinby the Holders were included in such registration. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as gives written notice of a date other than its fiscal year end (unless Valid Business Reason, the stockholders Holders of Registrable Securities initially requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Demand Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count be treated as one of the permitted Demand Registrations. The Registrations hereunder and the Company shall provide written pay all Expenses in connection with such registration. Notwithstanding the foregoing, the Company may postpone a Demand Registration hereunder only twice in any twelve-month period. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(e), the Company shall not, during the period of postponement, withdrawal or suspension, register any Class A Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iv) of this Section 2.1(e), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Shareholder of Company (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) at the Company’s decision to expense) all copies, other than permanent file or seek effectiveness copies, then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed pursuant to a Demand Registration Statement following (whether pursuant to clause (iv) of this Section 2.1(e) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, not later than five (5) Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 60 days after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with Section 2.1 (unless Berkshire shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement), and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2(d) only once2.1(c).

Restrictions on Demand Registrations. The Company shall will not be obligated to effect any Demand Registration within six months after the effective date of (i) a previous Demand Registration, Registration or (ii) a previous Shelf Registration (as hereinafter defined) or a previous registration under in which the Shareholder had holders of Registrable Securities were given piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, 2 and sold, at least 25% of the shares of all Registrable Common Stock Securities requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements registered by such holders were registered in any single twelve (12) month period, connection with the first such period measured from the date exercise of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreementspiggyback rights. The Company may (i) postpone for up to ninety (90) days three months the filing or the effectiveness of a Registration Statement registration statement for a Demand Registration if, based on if the Board of Directors of the Company determines in good faith judgment of the Company’s board of directors, that such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined Demand Registration would reasonably be reasonably expected to result in have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to the Company’s businessengage in any financing transaction, financial conditionpublic offering of securities, results acquisition of operations assets or prospects any merger, reorganization, consolidation, tender offer or the loss of a material opportunity to be disclosed at such time similar transaction or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of material corporate development (a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit"VALID BUSINESS REASON"); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) aboveevent, the Shareholder shall holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request request, the Company will pay all Registration Expenses in connection with such registration and, if such request is for a Long-Form Registration and is withdrawn, such Demand Long-Form Registration shall will not count as one of the permitted Demand RegistrationsLong-Form Registrations hereunder. The Company shall provide give written notice to the Shareholder holders of (x) any Registrable Securities requesting a Demand Registration of its determination to postpone the filing or effectiveness of a registration statement for such Demand Registration as permitted herein, promptly following such determination. Thereafter, the Company shall give prompt written notice to the holders of Registrable Securities requesting a Demand Registration, at such time as the Valid Business Reason for such postponement or withdrawal of the filing or effectiveness of such registration statement no longer exists. Notwithstanding anything to the contrary contained herein, the Company may not postpone the filing or effectiveness of a Registration Statement pursuant to registration statement under this Section 2(e), (y1(e) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only oncemore than once in any twelve 12 month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration (i) within six months 180 days after the effective date of a previous registration, if the gross proceeds from all such previous registrations within such period of 180 days were at least $20,000,000, (ii) within 90 days after the effective date of any prior Demand Registration, a previous Shelf Registration or Piggyback Registration (as hereinafter defined), or (iii) or a previous registration under which prior to the Shareholder had piggyback rights pursuant to Section 3 hereof wherein earlier of (x) the Shareholder was permitted to register, and sold, at least 25% second anniversary of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of this Agreement, and (y) 180 days after the first effective date of the Company's initial public offering of Common Stock pursuant to an effective registration statement under the Securities Act. The Company may delay the filing or effectiveness of any Demand Registration and ending on statement for a period not to exceed 90 days after the same date twelve months following such Demand Registration, whether or not of a Business Day; provided, however, that request for registration pursuant to this Section 5.1 if (i) at the time of such request the Company is requested engaged, or has fixed plans to effect engage within 60 days after the time of such request, in a Demand Registration under this Agreement firm commitment underwritten public offering in which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each holders of the Other Registration Rights Agreements) Registrable Securities may include Registrable Securities pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 Section 5.2 below, or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under Company shall furnish to the holders requesting registration pursuant to this Agreement and all Section 5.1 a certificate signed by the President of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration ifstating that, based on in the good faith judgment of the Board of Directors of the Company’s board , and with the concurrence of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect investment banking firm acting as financial advisor to the Company’s business, financial conditionif any, results of operations or prospects or that is currently being retained by the loss of a material opportunity Company, it would be materially detrimental to the Company and its stockholders for such registration statement to be disclosed at such time or (ii) postpone filed and it is therefore essential to defer the filing of a Demand Registration such registration statement (provided that the Company may not utilize the rights set forth in this Section 5.1(e) more than once in any twelve-month period and in the event the Company shall be required to prepare audited financial statements as does utilize such right, the holders of a date other than its fiscal year end (unless the stockholders Registrable Securities requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement registration pursuant to this Section 2(e), (y) 5.1 and the holders of Registrable Securities requesting such registration shall have no obligation to reimburse the Company for the Company’s decision 's expenses in connection with such rescinded registration). The Demand Registration rights of any holder of Registrable Securities shall terminate at such time as such holder is able to file or seek effectiveness sell all of such Registration Statement following such withdrawal or postponement and (z) the effectiveness Registrable Securities under Rule 144 within a period of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once90 days.

Restrictions on Demand Registrations. The Company shall not be obligated to effect more than one (1) Majority Demand Registration within any (i) twelve (12)-month period unless the Company is eligible for S-3 Registration (as defined below) and (ii) six (6)-month period if the Company is eligible for S-3 Registration. The Company shall not be obligated to effect more than three (3) Moelis Demand Registrations. The Company shall not be obligated to effect any Majority Demand Registration within six three (3) months after the effective date of a previous Demand Registration, a previous Shelf S-3 Registration (as hereinafter defined) or a previous registration under which the Shareholder Shareholders had piggyback registration rights pursuant to Section 3 hereof wherein the Shareholder was Shareholders were permitted to register, and actually sold, at least 2550% of the shares of Registrable Common Stock Securities requested to be included thereintherein by such Shareholders. In no event The Company shall the Company not be obligated to take action to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Majority Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) after the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and has effected three (ii3) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) registrations pursuant to the Other Registration Rights Agreements within any eighteen (18this Section 2(c) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to and such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreementsregistrations have been declared effective. The Company may (i) postpone or withdraw for up to ninety one hundred twenty (90120) days the filing or the effectiveness of (or suspend the use of) a Registration Statement for a Demand Registration if, if (A) based on the good faith reasonable judgment of the Company’s board of directorsBoard, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Board has determined would not be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results best interest of operations or prospects or the loss of a material opportunity Company to be disclosed at such time or (iiB) postpone the Company is pursuing a material financing, material acquisition or other material corporate transaction; provided that if the Company exercises its right to withdraw the filing or the effectiveness of a Registration Statement for a Demand Registration in then Moelis, or the event the Company shall be required to prepare audited financial statements as of a date other than Shareholder(s) may withdraw its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such their request and, if such request is withdrawn, for such Demand Registration (and such Demand shall not count against Moelis or such Shareholder(s), as one of the permitted Demand Registrationscase may be). The Company shall provide written notice notices to the Shareholder relevant Shareholders requesting such Demand Registration of (x) any postponement or withdrawal of the filing or effectiveness of (or suspension of the use of) a Registration Statement pursuant to this Section 2(e2(c), (y) the Company’s decision to file refile or seek effectiveness of such Registration Statement following such withdrawal or postponement (or suspension) and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d2(c) only onceonce during any twelve-month period. The restrictions set forth in this Section 2(c) shall apply regardless of the form of the Registration Statement containing Registrable Securities and for the avoidance of doubt shall apply to S-3 Registrations. Notwithstanding anything to the contrary herein, the Company shall have no obligation to register, file any Registration Statement or take any other action during any underwriter lock-up period applicable to the Company’s Public Offering to the extent any such action would result in a violation of such lock-up agreement of the Company.

Restrictions on Demand Registrations. The (i) Except in connection with any Demand Registration made by the HGM Demand Holders for the purpose of generating proceeds to repay the PIPE Financing or for the purpose of satisfying any collateral maintenance requirement pursuant to the PIPE Financing, the Company shall not be obligated to effect (a) any Long-Form Registration within 90 days or (b) any Short-Form Registration within 45 days, in each case, after the effective date of a previous Demand Registration or a previous registration in which the Holders of Registrable Securities were given piggyback rights pursuant to Section 4 of this Agreement and in which such Holders were able to register and sell at least 80% of the number of Registrable Securities requested to be included therein. In addition, except in connection with any Demand Registration made by the HGM Demand Holders for the purpose of generating proceeds to repay the PIPE Financing or for the purpose of satisfying any collateral maintenance requirement pursuant to the PIPE Financing, the Company shall not be obligated to effect any Demand Registration within six months during the period starting with the date that is 60 days prior to the Board’s good faith estimate of the date of filing of, and ending on the date that is 120 days (unless the underwriting agreement requires a longer period of time) after the effective date of a previous Demand Registrationof, a previous Shelf Registration (as hereinafter defined) or a previous Company initiated registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to registerstatement, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, provided that if (i) the Company is requested actively employing in good faith all commercially reasonable efforts to effect a Demand Registration under this Agreement which is not otherwise designated by cause such registration to become effective, and provided further that the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect aggregate number of days that any one or more Demand Registrations (as are suspended or delayed by operation of this Section 3(e)(i) shall not exceed 120 days in any 12-month period. In the event of any such term is defined in each of suspension or delay, the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares Holder of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for Securities initially requesting a Demand Registration if, based on the good faith judgment that is suspended by operation of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (iithis Section 3(e)(i) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Registrations hereunder, and, notwithstanding the proviso in Section 3(c), the Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a pay all Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of Expenses in connection with such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only onceregistration.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Demand Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directorsBoard, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter that (x) would be required to be made so that such Demand Registration Statement would not be materially misleading and (y) the board Board has determined would not be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results best interest of operations or prospects or the loss of a material opportunity Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Demand Stockholder requesting such Demand Registration Statement under clause (i) shall be entitled, at any time after receiving notice of such postponement and before such Demand Registration Statement has been declared becomes effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder Demand Stockholders of (x) any postponement or withdrawal of the filing or effectiveness of a Demand Registration Statement pursuant to this Section 2(e3(d), (y) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Demand Registration Statement. The Company may defer the filing or effectiveness of a particular Demand Registration Statement pursuant to this Section 2(d3(d) only onceonce during any 12-month period. Notwithstanding the provisions of this Section 3(d), the Company may not postpone the filing or effectiveness of a Demand Registration Statement past the date that is the earliest of (a) the date upon which any disclosure of a matter the Board has determined would not be in the best interest of the Company to be disclosed is disclosed to the public or ceases to be material, (b) forty-five (45) days after the date upon which the Board has determined such matter should not be disclosed and (c) such date that, if such postponement continued, would result in there being more than sixty (60) days in the aggregate in any 12-month period during which the filing or effectiveness of one or more Registration Statements has been so postponed. The period during which filing or effectiveness is so postponed hereunder is referred to as a “Demand Delay Period.”

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration (i) within six months 180 days after the effective date of a previous registration, if the gross proceeds from all such previous registrations within such period of 180 days were at least $20,000,000, (ii) within 90 days after the effective date of any prior Demand Registration, a previous Shelf Registration or Piggyback Registration (as hereinafter defined), or (iii) or a previous registration under which prior to the Shareholder had piggyback rights pursuant to Section 3 hereof wherein earlier of (x) the Shareholder was permitted to register, and sold, at least 25% second anniversary of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of this Agreement, and (y) 180 days after the first effective date of the Company's initial public offering of Common Stock pursuant to an effective registration statement under the Securities Act. The Company may delay the filing or effectiveness of any Demand Registration and ending on statement for a period not to exceed 90 days after the same date twelve months following such Demand Registration, whether or not of a Business Day; provided, however, that request for registration pursuant to this Section 5.1 if (i) at the time of such request the Company is requested engaged, or has fixed plans to effect engage within 60 days after the time of such request, in a Demand Registration under this Agreement firm commitment underwritten public offering in which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each holders of the Other Registration Rights Agreements) Registrable Securities may include Registrable Securities pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 Section 5.2 below, or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under Company shall furnish to the holders requesting registration pursuant to this Agreement and all Section 5.1 a certificate signed by the President of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration ifstating that, based on in the good faith judgment of the Board of Directors of the Company’s board , and with the concurrence of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect investment banking firm acting as financial advisor to the Company’s business, financial conditionif any, results of operations or prospects or that is currently being retained by the loss of a material opportunity Company, it would be materially detrimental to the Company and its stock holders for such registration statement to be disclosed at such time or (ii) postpone filed and it is therefore essential to defer the filing of a Demand Registration such registration statement (provided that the Company may not utilize the rights set forth in this Section 5.1(e) more than once in any twelve-month period and in the event the Company shall be required to prepare audited financial statements as does utilize such right, the holders of a date other than its fiscal year end (unless the stockholders Registrable Securities requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement registration pursuant to this Section 2(e), (y) 5.1 and the holders of Registrable Securities requesting such registration shall have no obligation to reimburse the Company for the Company’s decision 's expenses in connection with such rescinded registration). The Demand Registration rights of any holder of Registrable Securities shall terminate at such time as such holder is able to file or seek effectiveness sell all of such Registration Statement following such withdrawal or postponement and (z) the effectiveness Registrable Securities under Rule 144 within a period of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once90 days.

Restrictions on Demand Registrations. The If the filing, initial effectiveness or continued use of a Registration Statement would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement, and (iii) would in the good faith judgment of the Board (A) reasonably be expected to adversely affect the Company or its business if made at such time, or (B) reasonably be excepted to interfere with the Company’s ability to effect a planned or proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction or (C) otherwise require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, then the Company may upon giving prompt written notice of such determination of the Board to the participants in such registration (each of whom hereby agrees to maintain the confidentiality of all information disclosed to such participants, provided that the Company shall not be obligated required to effect any Demand disclose the nature of the delay or other confidential information) delay the filing or initial effectiveness of, or suspend use of, such Registration within six months after Statement; provided, that the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was Company shall not be permitted to register, and sold, at least 25% do so (x) for more than sixty (60) days for a given occurrence of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect such a circumstance or (y) more than two (2) Demand Registrations hereunder or times during any twelve-month period. In the event the Company exercises its rights under the Other Registration Rights Agreements in any single twelve (12) month periodpreceding sentence, with the first such period measured from the date Holders agree to suspend, promptly upon their receipt of the first Demand Registration and ending on the same date twelve months following notice referred to above, their use of any prospectus relating to such Demand Registration, whether registration in connection with any sale or not a Business Day; provided, however, that if (i) offer to sell Registrable Securities. If the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days so postpones the filing of a prospectus or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) aboveStatement, the Shareholder shall Investor will be entitled to withdraw such request and, if such request is promptly withdrawn, such Demand Registration shall registration request will not count as one for the purposes of the permitted Demand Registrationslimitation set forth in Section 7.3. The Company shall provide written notice to the Shareholder of (x) will pay all Registration Expenses incurred in connection with any postponement such aborted registration or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only onceprospectus.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after New Mylan may (a) postpone the effective date filing or the effectiveness of a previous Demand Registration, Registration Statement requested by the Xxxxxx Shareholders or of a previous Shelf Registration (as hereinafter defined) supplement or a previous registration under amendment thereto during the regular quarterly period during which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was directors and executive officers of New Mylan are not permitted to register, and sold, at least 25% trade under the xxxxxxx xxxxxxx policy of New Mylan then in effect until the shares expiration of Registrable Common Stock requested to be included therein. In such quarterly period (but in no event shall the Company be obligated to effect more later than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from Business Days after the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (iNew Mylan’s quarterly earnings announcement) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (ib) postpone for up to ninety (90) calendar days the 13 filing or the effectiveness of a Registration Statement for or of a supplement or amendment thereto if the Board of Directors determines in good faith that such Demand Registration ifor Shelf Registration, based on as the good faith judgment of the Company’s board of directorscase may be, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would (i) reasonably be reasonably expected to result in materially impede, delay, interfere with or otherwise have a material adverse effect to on any material acquisition of assets (other than in the Company’s ordinary course of business), financial conditionmerger, results consolidation, tender offer, financing or any other material business transaction by New Mylan or any of operations or prospects or the loss of a material opportunity to be disclosed at such time its Subsidiaries or (ii) postpone the filing require disclosure of a Demand Registration in the event the Company shall be information that has not been, and is otherwise not required to prepare audited financial statements as be, disclosed to the public, the premature disclosure of a date other than its fiscal year end (unless which would materially and adversely affect New Mylan; provided that the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under postponement right described by clause (ib)(i) after such Registration Statement has been declared effective; and providedand, furtherto the extent resulting from actions within New Mylan’s control, however, that in any of the events described in clause (i) or (ii) aboveb)(ii), the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of be available to New Mylan during the permitted Demand RegistrationsRestricted Period. The Company postponement rights in this Section 6.2 shall provide written notice not be applicable to the Shareholder Xxxxxx Shareholders for more than a total of ninety (x90) calendar days during any period of twelve (12) consecutive months. The postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to rights in this Section 2(e6.2 and the holdback obligation in Section 6.10 shall not be applicable to the Xxxxxx Shareholders for more than a total of one hundred eighty (180) calendar days during any period of twelve (12), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six three (3) months after the effective date termination of an offering under a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder Initiating Holder had piggyback rights pursuant to Section 3 4 hereof wherein where the Shareholder Initiating Holder was permitted to register, register and sold, at least 25sell 50% or more of the shares of Registrable Common Stock Shares requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of if (i) the Company’s board of directorsdirectors reasonably determines that a Demand Registration would reasonably be expected to materially and adversely affect an offering of securities of the Company, such postponement or withdrawal the preparation of which had then been commenced, (ii) the Company is necessary in order to avoid premature possession of material non-public information the disclosure of a matter which during the board has determined would be reasonably expected to result period specified in a material adverse effect to such notice the Company’s businessboard of directors reasonably believes would not be in the best interests of the Company, financial condition(iii) the Company, results in its good faith judgment, determines that any registration of operations Registrable Shares should not be made or prospects continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transactions or events involving the loss Company or any of a material opportunity to be disclosed at such time its subsidiaries or (iiiv) postpone the filing of a such Demand Registration in the event would render the Company shall be required unable to prepare audited financial statements as comply with the requirements of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit)applicable securities laws; provided, however, that in no the event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request prior to its effective date and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder Initiating Holders requesting such Demand Registration of (xi) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e2(d), (yii) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (ziii) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only onceonce during any twelve (12) month period.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration (i) within six months thirty (30) days after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective, (ii) during the period any applicable restrictions are still in effect pursuant to any Lock-Up Agreement that has not been waived (or is not reasonably expected to be waived) by the underwriters party thereto, (iii) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board (after consultation with external legal counsel), any registration of Registrable Securities should not be made or continued (or sales under a Shelf Registration Statement should be suspended) because (i) such registration (or continued sales under a Shelf Registration Statement) would materially and adversely interfere with any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the premature disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”) then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing Shelf Registration Statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists and (y) in the case a registration statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 60 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a Shelf Registration Statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than (A) 60 days in any 90 day period or (B) for periods exceeding, in the ​ ​ aggregate, 90 days in any 12 month period, or (z) in the case of a Demand Registration, consisting of a Long Form Registration, within 180 days after the effective date of a previous Demand Registration, a previous Shelf Long Form Registration (as hereinafter defined) or a previous registration under in which the Shareholder had Holders of Registrable Securities were given piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, 2.2 and sold, in which at least 2575% of the shares number of Registrable Common Stock Securities requested to be included thereinby the Holders were included in such registration. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as gives written notice of a date other than its fiscal year end (unless Valid Business Reason, the stockholders Holders of Registrable Securities initially requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Demand Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count be treated as one of the permitted Demand Registrations. The Registrations hereunder and the Company shall provide written pay all Expenses in connection with such registration. Notwithstanding the foregoing, the Company may postpone a Demand Registration hereunder only twice in any twelve-month period. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(e), the Company shall not, during the period of postponement, withdrawal or suspension, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iv) of this Section 2.1(e), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Shareholder of Company (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) at the Company’s decision to expense) all copies, other than permanent file or seek effectiveness copies, then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed pursuant to a Demand Registration Statement following (whether pursuant to clause (iv) of this Section 2.1(e) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 60 days after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement), and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2(d) only once2.1(c).

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock Shares requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements Agreement in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, howeverhowever , that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights AgreementsAgreement) pursuant to the Other Registration Rights Agreements Agreement within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock Shares equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock Shares held by the Shareholder by (ii) the total number of shares of Registrable Common Stock Shares covered under this Agreement and all of the Other Registration Rights AgreementsAgreement. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders shareholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Demand Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board 's Board of directorsDirectors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board Board of Directors has determined would not be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results best interest of operations or prospects or the loss of a material opportunity Company to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit)time; provided, however, that in no event shall the Company withdraw a Investor requesting such Demand Registration Statement under clause (i) shall be entitled, at any time after receiving notice of such postponement and before such Demand Registration Statement has been declared becomes effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand RegistrationsRegistration. The Company shall provide written notice to the Shareholder of Investor of, and detailed reasons for (x) any postponement or withdrawal of the filing or effectiveness of a Demand Registration Statement pursuant to this Section 2(e3(d), (y) the Company’s 's decision to file or seek effectiveness of such Demand Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Demand Registration Statement. The Company may defer the filing or effectiveness of a particular Demand Registration Statement pursuant to this Section 2(d3(d) only onceonce during any twelve (12) month period. Notwithstanding the provisions of this Section 3(d), the Company may not postpone the filing or effectiveness of a Demand Registration Statement past the date that is the earliest of (a) the date upon which any disclosure of a matter the Board of Directors has determined would not be in the best interest of the Company to be disclosed is disclosed to the public or ceases to be material, (b) thirty (30) days after the date upon which the Board of Directors has determined such matter should not be disclosed and (c) such date that, if such postponement continued, would result in there being more than forty-five (45) days in the aggregate in any twelve (12) month period during which the filing or effectiveness of one or more Registration Statements has been so postponed. The period during which filing or effectiveness is so postponed hereunder is referred to as a "Delay Period."

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand registration pursuant to this SECTION 3.1 (including filing a Registration Statement) within six three months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) registration pursuant to this SECTION 3.1 or a previous registration under which the Shareholder Holders had piggyback rights pursuant to Section 3 SECTION 3.2 hereof wherein the Shareholder was permitted to register, and sold, at least 25% (irrespective of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first whether such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreementsrights were exercised). The Company may (i) postpone for up to ninety (90) days two months the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board 's Board of directorsDirectors (after consultation with its legal and financial advisors), if (i) such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction, (ii) such postponement or withdrawal is reasonably necessary in order to avoid premature disclosure of a matter the board has determined would be and it is reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results likely that disclosure of operations or prospects or the loss of a material opportunity to be disclosed such matter at such time or would be materially detrimental to the interests of the Company, (iiiii) postpone the filing of a Demand Registration in the event the Company shall would be required by Applicable Law to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders Major Stockholder(s) requesting such registration Demand Registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (iiiv) abovesuch postponement is required by Applicable Law; PROVIDED that in such event, the Shareholder Major Stockholders(s) initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Major Stockholder(s) shall retain their rights pursuant to this SECTION 3.1 as if the related Demand Registration Request was not made and any related registration shall not count as an Individual Demand or a Collective Demand, as applicable, or one of the permitted registrations of the Major Stockholders under this SECTION 3.1 and the Company shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand RegistrationsRegistration hereunder only once in any twelve-month period; PROVIDED, HOWEVER, that in no event shall the Company withdraw a Registration Statement under CLAUSE (i) above after such Registration Statement has been declared effective. The Company shall provide written notice to the Shareholder Major Stockholders initiating such Demand Request of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(ePARAGRAPH (g), (y) the Company’s 's decision to file or seek effectiveness of such Registration Statement registration statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once.

Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock Shares requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements Agreement in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, howeverhowever , that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights AgreementsAgreement) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock Shares equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock Shares held by the Shareholder by (ii) the total number of shares of Registrable Common Stock Shares covered under this Agreement and all of the Other Registration Rights AgreementsAgreement. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for a Demand Registration if, based on the good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders shareholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) above, the Shareholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only once.

Restrictions on Demand Registrations. The Company shall will not be obligated to effect any Demand Registration (i) within six (6) months after the effective date of the Initial Public Offering of the Company (or any shorter period collectively requested by the Holders of a previous majority of the then outstanding shares of Series C Preferred Stock, the Holders of a majority of the then outstanding shares of the Series B Preferred Stock and the Holders of a majority of the then outstanding shares of the Series A Preferred Stock and agreed to by the lead underwriter), (ii) within twelve (12) months after the effective date of any Demand Registration, a previous Shelf Registration (as hereinafter definediii) or a previous registration under during any period in which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein Company is in the Shareholder was permitted to registerprocess of negotiating or preparing, and soldending on a date ninety (90) days following the effective date of, at least 25% a registration statement pertaining to an underwritten public offering of securities for the account of the shares Company or (iv) during any period in which the Company is in possession of Registrable Common Stock requested material information concerning the Company or its business and affairs, the public disclosure of which would have a material adverse effect on the Company, which information shall be disclosed to be included thereinall of the Holders requesting registration. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single given twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to may effect one or more Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements1) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone postponement for up to ninety one hundred eighty (90180) days of the filing or the effectiveness of a Registration Statement registration statement for a Demand Registration if, based on in the good faith judgment opinion of the Company’s board Board of directorsDirectors, such postponement Demand Registration or withdrawal is necessary in order to avoid premature disclosure offering of a matter the board has determined securities would reasonably be reasonably expected to result in have a material adverse effect on any plan of the Company or any of its subsidiaries to engage in any material acquisition of assets outside the Company’s ordinary course of business, financial conditionany material merger, results of operations consolidation, or prospects tender offer, or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date any other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit)transaction; provided, however, that in no event shall an such event, the Company withdraw Holders of a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any majority of the events described in clause (i) or (ii) abovethen outstanding shares of the Series C Preferred Stock requesting such Demand Registration, the Shareholder shall Holders of a majority of the then outstanding shares of the Series B Preferred Stock requesting such Demand Registration and the Holders of a majority of the then outstanding shares of the Series A Preferred Stock requesting such Demand Registration collectively will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall will not count as one of the permitted Demand Registrations. The , and the Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of will pay all registration expenses in connection with such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only onceregistration.

Restrictions on Demand Registrations. The Company shall Morton’s will not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand RegistrationRegistration for Registrable Securities, unless the holders of a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% majority of the shares of Xxxxxx Xxxxxx Registrable Common Stock requested to be included thereinSecurities otherwise agree. In Morton’s may postpone for no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement and (ii) is also requested to effect one or more Demand Registrations (as such term is defined 90 days in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month 360-day period during which the Corporation is eligible to file a registration statement on Form S-3 or on a successor form, then the Company shall only be obligated with respect to such latter registration statement during such period to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares of Registrable Common Stock held by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement and all of the Other Registration Rights Agreements. The Company may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement registration statement for a Demand Registration if, based on the if both Morton’s Board of Directors (in its reasonable good faith judgment judgment) and the holders of a majority of the CompanyXxxxxx Xxxxxx Registrable Securities determine that such Demand Registration might reasonably be expected to have an adverse effect on any proposal or plan to engage in, or to cause Morton’s board to disclose confidential information regarding, any acquisition or disposal of directorsstock or assets or any merger, such postponement consolidation, tender offer, financing or withdrawal similar transaction (it being understood and agreed that Morton’s may postpone the filing or effectiveness of a registration statement for a longer period of time, in any event not to exceed 120 days, if both Morton’s Board of Directors (in its reasonable good faith judgment) and the holders of a majority of the Xxxxxx Xxxxxx Registrable Securities reasonably determine that it is necessary advisable to do so in order to avoid premature disclosure ensure compliance with applicable state liquor laws; and it being further understood and agreed that Morton’s shall use its commercially reasonable efforts to limit the number of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone the filing of a Demand Registration in the event the Company shall be required to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses days of such an auditpostponement); provided, howeverthat, that in no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) or (ii) aboveevent, the Shareholder shall holders of Registrable Securities requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall will not count as one of the permitted a Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Companyand Morton’s decision to file or seek effectiveness of will pay all Registration Expenses in connection with such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only onceregistration.

Restrictions on Demand Registrations. The Company Neither the Vestar Demand Rights nor the Employee Demand Rights may be exercised by the holders thereof during (i) a 90 day period following a Default Event or (ii) any process associated with a Drag-Along Sale. Except as otherwise provided in this Section 5.1(d), Holdings shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, a previous Shelf Registration (as hereinafter defined) or a previous registration under which the Shareholder had piggyback rights pursuant to Section 3 hereof wherein the Shareholder was permitted to register, and sold, at least 25% of the shares of Registrable Common Stock requested to be included therein. In no event shall the Company be obligated to effect more than two (2) Demand Registrations hereunder or under the Other Registration Rights Agreements in any single twelve (12) month period, with the first such period measured from the date of the first Demand Registration and ending on the same date twelve months following such Demand Registration, whether or not a Business Day; provided, however, that if (i) the Company is requested to effect a three Long-Form Demand Registration under this Agreement which is not otherwise designated by the Shareholder to be a “shelf” registration statement Registrations and (ii) is also requested to effect one or more unlimited Short-Form Demand Registrations (as such term is defined in each of the Other Registration Rights Agreements) pursuant to the Other Registration Rights Agreements within any eighteen (18) month period during which the Corporation extent Holdings is eligible a registrant entitled to file a registration statement on Form S-3 or on a any successor formor similar short-form registration statement, then in each case pursuant to each of the Company Vestar Demand Right and the Preferred Demand Right. Holdings shall only not be obligated with respect to such latter effect an Employee Demand Right until after the first anniversary of the date of Holdings’ first Public Offering. Thereafter, Holdings shall be obligated to effect (x) one Long-Form Demand Registration and (y) one Short-Form Demand Registration per year to the extent Holdings is a registrant entitled to file a registration statement during such period on Form S-3 or any successor or similar short-form registration statement, in each case pursuant to register that percentage of the Registrable Common Stock equal to the product obtained by dividing (i) the number of shares an Employee Demand Right. Any Demand Registration following Holdings’ initial Public Offering requested must be for a firmly underwritten public offering of Registrable Common Stock held Securities with an expected value of at least $10 million to be managed by an underwriter or underwriters of recognized national standing selected by the Shareholder by (ii) the total number of shares of Registrable Common Stock covered under this Agreement Requesting Holders and all of the Other Registration Rights Agreementsreasonably acceptable to Holdings. The Company Holdings may (i) postpone for up to ninety (90) days the filing or the effectiveness of a Registration Statement for delay effecting a Demand Registration ifRegistration, based on the for no more than 120 days in any calendar year period, if after a request is made, Holdings has determined in good faith judgment of the Company’s board of directors, such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the board has determined would be reasonably expected to result in a material adverse effect to the Company’s business, financial condition, results of operations or prospects or the loss of a material opportunity to be disclosed at such time or (ii) postpone that the filing of a Demand Registration in registration request would require disclosure of material information which Holdings has a bona fide business purpose for preserving as confidential, Holdings shall not be obligated to effect the event registration until the Company shall be required earlier of (A) the date upon which such material information is disclosed to prepare audited financial statements as of a date other than its fiscal year end (unless the stockholders requesting such registration agree to pay the expenses of such an audit); provided, however, that in public or is no event shall the Company withdraw a Registration Statement under clause (i) after such Registration Statement has been declared effective; and provided, further, however, that in any of the events described in clause (i) longer material or (iiB) above, the Shareholder shall be entitled to withdraw 120 days after Holdings first makes such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Shareholder of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(e), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2(d) only oncegood faith determination.