Common use of Right to Demand Registrations Clause in Contracts

Right to Demand Registrations. At any time after the date hereof during which a Shelf Registration Statement is not in effect in accordance with Section 2 and the Company is not then in the process of preparing for filing with the SEC a Shelf Registration Statement or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities Act, any Holder may, by providing written notice to the Company, request to sell all or part of its Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offering. Promptly (but in any event within four business days) after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable after receipt of a Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 4, with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder no later than five business days after the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not be required to effect an underwritten Demand Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $20 million.

Right to Demand Registrations. At any time after Until the date hereof during which a Shelf Registration Statement is not in effect in accordance with Section 2 and Termination Date, if the Company is not then in the process of preparing for filing eligible to use Form F-3 (or fails to comply with the SEC a Shelf Registration Statement its obligations pursuant to Section 2(a), (b), (c) or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities Act(d)), any Holder mayor group of Holders which (singly or in aggregate) are, Eligible Holders at the time such request is made, by providing written notice to the Company, may request to sell all or part of its Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement on Form F-1 (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offering. Promptly No later than five (but in any event within four business days5) Business Days after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and no later than forty-five (45) days after receipt of a Demand Registration Request, the Company shall register file a Registration Statement on Form F-1 covering all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 43(d), with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder no later than five business days ten (10) Business Days after the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after within 60 days from the original filing date thereof. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 or any similar short-form registration statement to Notwithstanding the extent foregoing, the Company is permitted to use such form at such time. The Company shall not be required to effect an underwritten a Demand Registration on Form F-1 unless the expected aggregate gross proceeds from the offering number of the Registrable Securities to be registered included in connection with such Demand Registration are (i) would reasonably be expected to yield gross proceeds to such Holder(s) of at least $20 millionUS$750,000,000 (based on the then-current market prices).

Right to Demand Registrations. At Subject to any time after applicable restrictions on transfer in the Investment Agreements or under applicable law, a Holder may, following the one year anniversary of the date hereof during which a of this Agreement (but only if there is no Shelf Registration Statement is not then in effect in accordance with Section 2 and covering all of the Company is not then in Registrable Securities held by such Holder of the process class of preparing for filing with the SEC a Shelf Registration Statement or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues securities sought to be in effect in compliance with the Securities Actregistered), any Holder mayrequest, by providing written notice to the Company, request to sell that the Company effect the registration under the Securities Act of all or part of its the Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offeringUnderwritten Offering. Promptly after receipt of a Demand Registration Request, the Company shall, subject to Section 2.3, use commercially reasonable efforts to register all Registrable Securities that have been requested to be registered in the Demand Registration Request; provided, that the Company shall not be required to file a registration statement pursuant to this Section 2.1 (a “Demand Registration Statement”) (i) within sixty (60) days following the effective date of any prior Demand Registration Statement for the same class of Registrable Securities or (ii) if the number of Registrable Securities proposed to be included therein does not either (a) equal or exceed the Minimum Amount (calculated on the basis of the average closing price of a share of the Common Stock on The Nasdaq Global Select Market over the five trading days preceding such Demand Registration Request in the case of a demand for the registration of offers of Common Stock) or (b) represent all of the remaining Registrable Securities. Promptly (but in any no event within four business dayslater than five (5) Business Days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of the such Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable after receipt of a and shall include in such Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 4, with respect to which the Company has received a written request requests for inclusion in the Demand Registration from a Holder no later than five business days therein within ten (10) Business Days after the date on which the Company has given delivery of such notice to Holders of the Demand Registration Request. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not be required to effect an underwritten Demand Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $20 millionHolder.

Right to Demand Registrations. At any time If the Company has not made available a Shelf Registration, on or after the date hereof during which a Shelf Registration Statement is not in effect in accordance with Section 2 and the Company is not then of this Agreement, in the process case of preparing for filing with Demand Registrations covering Registrable Securities that are Perpetual Preferred Shares, or on or after the SEC a Shelf Registration Statement date that is sixty (60) days prior to the Six-Month Restricted Date, in the case of Demand Registrations covering Registrable Securities other than Perpetual Preferred Shares, the Parent or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities Act, any Holder other Investor may, by providing written notice to the Company, request to sell all or part a portion of its the Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder the Parent and any other Investors pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offering. Promptly (but in any event within four business days) after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and no later than ten (10) Business Days after receipt of a Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 4, with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder no later than five business days after the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a1.2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as reasonably practicable after the filing thereof; provided, however, that the Registration Statement covering Registrable Securities other than Perpetual Preferred Shares filed pursuant to this Section 1.2(a) need not be declared effective prior to the Six-Month Restricted Date. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 S-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not , and may be required effected through an existing registration statement that is already effective under the Securities Act, or through a post-effective amendment or supplement to effect an underwritten Demand any such Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $20 millionStatement or other registration statement.

Right to Demand Registrations. At any time after the date hereof during which a Shelf Registration Statement is not in effect in accordance with Section 2 and the Company is not then in the process of preparing for filing with the SEC a Shelf Registration Statement or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities Acthereof, any Holder may, by providing written notice to the Company, request to sell all or part of its Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”); provided that there is not then an effective Registration Statement with respect to such Registrable Securities. Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offeringUnderwritten Offering. Promptly (but in any event within four business daysthree (3) Business Days) after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and no later than ten (10) Business Days after receipt of a Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 46, with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder no later than five business days (5) Business Days after the date on which the Company has given notice to the Holders of the Demand Registration Request. The Company shall use its commercially reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a5(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 S-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not be required to effect an underwritten a Demand Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Demand Registration (after giving effect to any withdrawal under Section 5(b)) are at least $20 75 million.

Right to Demand Registrations. At any time after following the date hereof during which Restricted Period Termination Date, if a Shelf Registration Statement is not in effect in accordance with Section 2 and available for an Underwritten Shelf Take-Down, the Company is not then in the process of preparing for filing with the SEC a Shelf Registration Statement Stockholder or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities Act, any Holder other Investor may, by providing written notice to the Company, request to sell all or part a portion of its the Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder the Stockholder and any other Investors pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offering. Promptly (but in any event within four business days) after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and no later than ten (10) Business Days after receipt of a Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 4, with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder no later than five business days after the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use its commercially reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a1.2 (a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as reasonably practicable after the filing thereof; provided, however, that the Registration Statement filed pursuant to this Section 1.2(a) need not be declared effective prior to the Restricted Period Termination Date. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 S-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not , and may be required effected through an existing registration statement that is already effective under the Securities Act, or through a post-effective amendment or supplement to effect an underwritten Demand any such Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $20 millionStatement or other registration statement.

Right to Demand Registrations. At any time after the date hereof during which If Parent is not eligible under applicable Law to register Registrable Securities by way of a Shelf Registration Statement is not in effect in accordance with on Form S-3 pursuant to Section 2 and the Company is not then in the process of preparing for filing with the SEC a Shelf Registration Statement or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities Act2, any Holder not party to the Stockholders Agreement or any Holder after expiration of the Lock-Up Period may, by providing written notice to the CompanyParent, request to sell all or part of its Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offering. Promptly (but in any event within four three (3) business days) after receipt of a Demand Registration Request, the Company Parent shall give written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable after receipt of a Demand Registration Request, the Company Parent shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 4, with respect to which the Company Parent has received a written request for inclusion in the Demand Registration from a Holder no later than five business fifteen (15) days after the date on which the Company has notice was given notice to Holders of the Demand Registration Request. The Company Parent shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company Parent shall not be required to effect an underwritten a Demand Registration (i) unless the expected aggregate gross proceeds from the offering of the Demand Registration includes Registrable Securities in an amount not less than the Minimum Amount or (ii) within sixty (60) days following the effective date of a Registration Statement relating to be registered in connection with such a previous Demand Registration are at least $20 millionRegistration.

Right to Demand Registrations. At any time after following the date hereof during which a Shelf Registration Statement is not in effect in accordance with Section 2 and the Company is not then in the process of preparing for filing with the SEC a Shelf Registration Statement or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities ActIPO, any each Holder may, by providing written notice to the Company, request to sell all or part of its Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”) (such requesting Holder, a “Demand Holder”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such that Demand Holder pursuant to the Demand Registration and the intended method of distribution thereofof those Registrable Securities, including whether it the offering is intended to be an underwritten offering. Notwithstanding the prior sentence, the Company may, if the Board of Directors of the Company so determines that, due to a pending or contemplated material acquisition or disposition or public offering or other material event involving the Company or any of its subsidiaries, it would be inadvisable to effect the requested Demand Registration at that time (but in no event after the related Registration Statement has become effective), the Company may, upon providing the Demand Holder written notice (the “Delay Notice”), defer the Demand Registration for a single period set forth in that Delay Notice not to exceed 90 days. The Company shall not postpone or delay a Demand Registration under this Section 2 more than once in any twelve (12) month period. Promptly (but in any event within four three (3) business days) after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and no later than ten (10) business days after receipt of a Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 43, with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder no later than five (5) business days after the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereofof the Registration Statement. A Demand Registration shall may be effected by way of a Registration Statement on Form F-3 S-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not be required to effect an underwritten a Demand Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $20 million50 million and shall not be required to effect more than four (4) Demand Registrations in any 12-month period. The Company shall not be obligated to maintain a Registration Statement pursuant to a Demand Registration effective for more than (x) 360 days or (y) a shorter period when all of the Registrable Securities covered by that Registration Statement have been sold pursuant to that Registration Statement(the “Effectiveness Period”).

Right to Demand Registrations. At If, at any time after the date hereof during which Parent is not eligible under applicable Law to register Registrable Securities by way of a Shelf Registration Statement is not in effect in accordance with on Form S-3 pursuant to Section 2 and the Company is not then in the process of preparing for filing with the SEC 2, a Shelf Registration Statement or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities Act, any Holder may, by providing written notice to the CompanyParent, request to sell all or part of its Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”); provided that (x) for so long as the Xxxxx Stockholder holds 50% or more of the aggregate Registrable Securities held collectively by the Xxxxx Parties, any such written notice delivered by a Holder that is a Xxxxx Party shall only be valid if delivered by the Xxxxx Stockholder and (y) if the Xxxxx Stockholder holds less than 50% of the Registrable Securities held collectively by the Xxxxx Parties, then the Xxxxx Parties may deliver such written notice with the consent of Xxxxx Parties holding a majority of the Registrable Securities held collectively by the Xxxxx Parties. Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offering. Promptly (but in any event within four three (3) business days) after receipt of a Demand Registration Request, the Company Parent shall give written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable after receipt of a Demand Registration Request, the Company Parent shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 4, with respect to which the Company Parent has received a written request for inclusion in the Demand Registration from a Holder no later than five business fifteen (15) days after the date on which the Company has notice was given notice to Holders of the Demand Registration Request. The Company Parent shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 S-3 or any similar short-form registration statement to the extent the Company Parent is permitted to use such form at such time. The Company Parent shall not be required to effect an underwritten a Demand Registration (i) unless the expected aggregate gross proceeds from the offering of the Demand Registration includes Registrable Securities in an amount not less than the Minimum Amount or (ii) within sixty (60) days following the effective date of a Registration Statement relating to be registered in connection with such a previous Demand Registration are at least $20 millionRegistration.

Right to Demand Registrations. At any time after the date hereof during which a Shelf Registration Statement is not in effect in accordance with Section 2 and the Company is not then in the process of preparing for filing with the SEC a Shelf Registration Statement or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities Acthereof, any Holder may, by providing written notice to the Company, request to sell all or part of its Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offering. Promptly (but in any event within four three (3) business days) after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and no later than ten (10) business days after receipt of a Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 4, with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder no later than five (5) business days after the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 S-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not be required to effect a Demand Registration that is an underwritten Demand Registration offering unless the expected aggregate gross proceeds from the such offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $20 25 million.

Right to Demand Registrations. At any time after the date hereof during which a Shelf Registration Statement is not in effect in accordance with Section 2 and If the Company is not then in the process eligible under applicable Law to register Registrable Securities by way of preparing for filing with the SEC a Shelf Registration Statement or an amendment or supplement on Form S-3 pursuant to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities ActSection 4.1, any Holder Stockholder after expiration of the Lock-Up Period may, by providing written notice to the Company, request to sell all or part of its Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder Stockholder pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offering. Promptly (but in any event within four two (2) business days) after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all other Holders of Sxxxx Family Stockholders that hold Registrable Securities. As promptly as practicable after receipt of a Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 45.3, with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder one or more Sxxxx Family Stockholders no later than five business fifteen (15) days after the date on which the Company has notice was given notice to Holders Sxxxx Family Stockholders of the Demand Registration Request. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a4.2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not be required to effect an underwritten a Demand Registration unless the expected aggregate gross proceeds from the offering of the Demand Registration includes Registrable Securities to be registered in connection with such Demand Registration are at least $20 millionan amount not less than the Minimum Amount.

Right to Demand Registrations. At any time If the Company has not made available a Shelf Registration, on or after the date hereof during which a Shelf Registration Statement that is not in effect in accordance with Section 2 and sixty (60) days prior to the Company is not then in Six-Month Restricted Date, the process of preparing for filing with the SEC a Shelf Registration Statement Parent or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities Act, any Holder other Investor may, by providing written notice to the Company, request to sell all or part a portion of its the Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder the Parent and any other Investors pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offering. Promptly (but in any event within four business days) after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and no later than ten (10) Business Days after receipt of a Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 4, with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder no later than five business days after the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a1.2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as reasonably practicable after the filing thereof; provided, however, that the Registration Statement filed pursuant to this Section 1.2(a) need not be declared effective prior to the Six-Month Restricted Date. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 S-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not , and may be required effected through an existing registration statement that is already effective under the Securities Act, or through a post-effective amendment or supplement to effect an underwritten Demand any such Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $20 millionStatement or other registration statement.

Right to Demand Registrations. At If, at any time after the date hereof during which a Shelf Registration Statement is not in effect in accordance with Section 2 Lock-Up End Date and prior to the Termination Date, the Company is not then in the process of preparing for filing eligible to use Form F-3 (or fails to comply with the SEC a Shelf Registration Statement its obligations pursuant to Section 2(a), (b), (c) or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities Act(d)), any Holder maye&, by providing written notice to the Company, may request that it and the other Holders shall be permitted to sell all or part of its their Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement on Form F-1 (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder and the relevant selling Holders pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offering. Promptly As promptly as practicable and no later than forty-five (but in any event within four business days45) days after receipt of a Demand Registration Request, the Company shall give written notice of the Demand file a Registration Request to all other Holders of Registrable Securities. As promptly as practicable after receipt of a Demand Registration Request, the Company shall register Statement on Form F-1 covering all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 4, with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder no later than five business days after the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use its commercially reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after within 60 days from the original filing date thereof. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 or any similar short-form registration statement to Notwithstanding the extent foregoing, the Company is permitted to use such form at such time. The Company shall not be required to effect an underwritten a Demand Registration on Form F-1 unless the expected aggregate gross proceeds from the offering number of the Registrable Securities to be registered included in connection with such Demand Registration are is not lower than the Minimum Share Threshold at least $20 millionthe time of the Demand Registration (based on the then-current market prices and number of Outstanding Shares). e& shall be entitled to request (and the Company shall be required to effect) Demand Registrations (including Underwritten Shelf Takedowns but excluding Underwritten Block Trades) no more frequently than twice per calendar year, save that the Company shall act reasonably and discuss in good faith any more frequent requests where e& reasonably considers that the same would be necessary or desirable in light of general market conditions.

Right to Demand Registrations. At any time after following the date hereof during which Restricted Period Termination Date, if a Shelf Registration Statement is not in effect in accordance with Section 2 and the Company is not then in the process of preparing available for filing with the SEC a Shelf Registration Statement Take-Down, the Stockholder or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities Act, any Holder other Investor may, by providing written notice to the Company, request to sell all or part a portion of its the Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder the Stockholder and any other Investors pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offering. Promptly (but in any event within four business days) after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and no later than ten (10) Business Days after receipt of a Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 4, with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder no later than five business days after the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use its commercially reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a1.2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as reasonably practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 S-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not time and may be required effected through an existing registration statement that is already effective under the Securities Act or through a post-effective amendment or supplement to effect an underwritten Demand any such Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $20 millionStatement or other registration statement.

Right to Demand Registrations. At any time after following the date hereof during which a Shelf Registration Statement is not in effect in accordance with Section 2 and IPO Lock-Up Period, each of the Company is not then in the process of preparing for filing with the SEC a Shelf Registration Statement or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities Act, any Holder Sponsors may, by providing written notice to the Company, request to sell all or part of its Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”) (such requesting Sponsor, a “Demand Holder”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such that Demand Holder pursuant to the Demand Registration and the intended method of distribution thereofof those Registrable Securities, including whether it the offering is intended to be an underwritten offering. Notwithstanding the prior sentence, the Company may, if the Board of Directors of the Company so determines that, due to a pending or contemplated material acquisition or disposition or public offering or other material event involving the Company or any of its subsidiaries, it would be inadvisable to effect the requested Demand Registration at that time (but in no event after the related Registration Statement has become effective), the Company may, upon providing the Demand Holder written notice (the “Delay Notice”), defer the Demand Registration for a single period set forth in that Delay Notice not to exceed 120 days. The Company shall not postpone or delay a Demand Registration under this Section 2 more than once in any twelve (12) month period. Promptly (but in any event within four three (3) business days) after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and no later than ten (10) business days after receipt of a Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 43, with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder no later than five (5) business days after the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereofof the Registration Statement. A Demand Registration shall may be effected by way of a Registration Statement on Form F-3 S-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not be required to effect an underwritten a Demand Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $20 million50 million and shall not be required to effect more than two (2) Demand Registrations in any 12-month period. The Company shall not be obligated to maintain a Registration Statement pursuant to a Demand Registration effective for more than (x) 360 days or (y) a shorter period when all of the Registrable Securities covered by that Registration Statement have been sold pursuant to that Registration Statement (the “Effectiveness Period”).

Right to Demand Registrations. At Subject to any time after the date hereof during which applicable restrictions on transfer under applicable law, a Holder may (but only if there is no Shelf Registration Statement is not then in effect in accordance with Section 2 and covering all of the Company is not then in Registrable Securities held by such Holder of the process class of preparing for filing with the SEC a Shelf Registration Statement or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues securities sought to be in effect in compliance with the Securities Act, any Holder mayregistered) request, by providing written notice to the Company, request to sell that the Company effect the registration under the Securities Act of all or part of its the Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each A request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offeringUnderwritten Offering. As promptly as is reasonably practicable after receipt of a Demand Registration Request, the Company shall, subject to Section 2.3, use commercially reasonable efforts to register all Registrable Securities that have been requested to be registered in the Demand Registration Request; provided that the Company shall not be required to file a registration statement pursuant to this Section 2.1 (a “Demand Registration Statement”) (i) within sixty (60) days following the effective date of any prior Demand Registration Statement for the same class of Registrable Securities by any Holder or (ii) if the number of Registrable Securities proposed to be included therein does not either (a) equal or exceed the Minimum Amount (calculated on the basis of the average closing price of a share of the Common Stock on the New York Stock Exchange over the five trading days preceding such Demand Registration Request in the case of a demand for the registration of offers and sales of Common Stock) or (b) represent all of the remaining Registrable Securities. Promptly (but in any no event within four business dayslater than five (5) Business Days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of the such Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable after receipt of a and shall include in such Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 4, with respect to which the Company has received a written request requests for inclusion in therein within ten (10) Business Days after the delivery of such written notice of a Demand Registration from a Holder no later than five business days after to such Holder. Subject to Section 3.2, the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use its reasonable best efforts (i) to file a Demand Registration Statement within 30 days after such Holder’s written request therefor and (ii) to cause the Registration Statement filed pursuant to this Section 3(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not be required to effect an underwritten Demand Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $20 millionStatement to become effective as soon as practical thereafter.

Right to Demand Registrations. At Subject to any time after applicable restrictions on transfer in the Investment Agreement or under applicable law, a Holder may, following the later of the one year anniversary of the date hereof of this Agreement and the last day of the Restricted Period (but solely during which a any period that the Company is then ineligible under applicable law to register Registrable Securities under Form S-3 or, if the Company is so eligible but has failed to comply with its obligations under Section 1.1 or Section 1.3, and only if there is no Shelf Registration Statement is not then in effect in accordance with Section 2 and covering all of the Company is not then in Registrable Securities held by such Holder of the process class of preparing for filing with the SEC a Shelf Registration Statement or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues securities sought to be in effect in compliance with the Securities Actregistered), any Holder mayrequest, by providing written notice to the Company, request to sell that the Company effect the registration under the Securities Act of all or part of its the securities that are Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement at such time (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities Securities, of each class, intended to be offered and sold by such Holder pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offering. Promptly (but in any event within four business days) after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all other Holders of Registrable SecuritiesUnderwritten Offering. As promptly as practicable after receipt of a Demand Registration Request, the Company shall shall, subject to Section 2.3, use commercially reasonable efforts to register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 4Request; provided, with respect to which that the Company has received a written request for inclusion in the Demand Registration from a Holder no later than five business days after the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not be required to effect an underwritten file a registration statement pursuant to this Section 2.1 (a “Demand Registration unless Statement”) (a) within sixty (60) days following the expected aggregate gross proceeds from effective date of any prior Demand Registration Statement or (b) if the offering number of Registrable Securities proposed to be included therein does not either (i) equal or exceed the Minimum Amount (calculated on the basis of the Registrable Securities to be registered in connection with average closing price of a share of the Common Stock on The Nasdaq Global Select Market over the five trading days preceding such Demand Registration are at least $20 millionRequest in the case of a demand for the registration of offers of Common Stock) or (ii) represent all of the remaining Registrable Securities.

Right to Demand Registrations. At any time after following the date hereof during which a Shelf Registration Statement is not in effect in accordance with Section 2 and IPO Lock-Up Period, each of the Company is not then in the process of preparing for filing with the SEC a Shelf Registration Statement or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities Act, any Holder Sponsors may, by providing written notice to the Company, request to sell all or part of its Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”) (such requesting Sponsor, a “Demand Holder”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such that Demand Holder pursuant to the Demand Registration and the intended method of distribution thereofof those Registrable Securities, including whether it the offering is intended to be an underwritten offering. Notwithstanding the prior sentence, the Company may, if the Board of Directors of the Company so determines that, due to a pending or contemplated material acquisition or disposition or public offering or other material event involving the Company or any of its subsidiaries, it would be inadvisable to effect the requested Demand Registration at that time (but in no event after the related Registration Statement has become effective), the Company may, upon providing the Demand Holder written notice (the “Delay Notice”), defer the Demand Registration for a single period set forth in that Delay Notice not to exceed 120 days. The Company shall not postpone or delay a Demand Registration under this Section 2 more than once in any twelve (12) month period. Promptly (but in any event within four three (3) business days) after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and no later than ten (10) business days after receipt of a Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 43, with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder no later than five (5) business days after the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereofof the Registration Statement. A Demand Registration shall may be effected by way of a Registration Statement on Form F-3 S-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not be required to effect an underwritten a Demand Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $20 million50 million and shall not be required to effect more than two (2) Demand Registrations in any 12-month period. The Company shall not be obligated to maintain a Registration Statement pursuant to a Demand Registration effective for more than (x) 360 days or (y) a shorter period when all of the Registrable Securities covered by that Registration Statement have been sold pursuant to that Registration Statement(the “Effectiveness Period”).

Right to Demand Registrations. At any time Beginning one hundred twenty (120) days after the date hereof during which a Plan Effective Date, if the Company does not have an effective Shelf Registration Statement is not in effect in accordance with Section 2 and the Company is not then in the process of preparing for filing with the SEC a Shelf Registration Statement or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities ActStatement, any Holder may, by providing written notice to the Company, request to sell all or part of its Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request (which may be jointly made by one or more Holders) for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offering and, to the extent it is an underwritten offering, whether it is intended to be a Marketed Underwritten Offering. Promptly (but and in any event within four business daysfive (5) Business Days) after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable after receipt of a Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 45, with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder no later than five business days (5) Business Days after the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall, and Platinum shall cause the Company to, use its commercially reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 S-1 or on Form S-3 (or Form S-3ASR) or any similar short-form registration statement to the extent if the Company is permitted qualified to use such form at such timeshort form. The Company shall not be required to effect an underwritten a Demand Registration unless the expected aggregate gross proceeds to all requesting Holders from the offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $20 12.5 million.

Right to Demand Registrations. At Subject to the provisions of this Agreement, at any time after the date hereof during which a Shelf Registration Statement is not in effect in accordance with Section 2 and first anniversary of the Company is not then Closing Date in the process case of preparing for filing with an A/N Holder and at any time after the SEC Closing Date in the case of a Shelf Registration Statement or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities ActLiberty Holder, any A/N Holder or any Liberty Holder may, by providing written notice to the Company, request to sell all or part of its Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Investor Holder pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offering. Promptly (but in any event within four three (3) business days) after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all the other Holders Investor Holders. Subject to the provisions of Registrable Securities. As promptly as practicable this Agreement, after receipt of a Demand Registration Request, the Company shall, to the extent permitted by applicable law, cause to be included in a Registration Statement, which shall register be filed with the SEC as promptly as practicable and no later than (I) twenty (20) business days after receipt of a Demand Registration Request if the Company is eligible to file a Registration Statement on Form S-3 (or any similar short form or any successor form under the Securities Act) or (II) forty (40) business days after receipt of a Demand Registration Request if the Company is not eligible to file a Registration Statement on Form S-3 (or any similar short form or any successor form under the Securities Act), all Registrable Securities that (i) that have been requested to be registered in the Demand Registration Request and (ii) are subject to Section 4, with respect to which the Company has received a written request for inclusion in the Demand Registration from a an Investor Holder no later than five (5) business days after the date on which the Company has given notice to the other Investor Holders of the Demand Registration Request. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as reasonably practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 S-3 or any similar short-form registration statement or successor form to the extent the Company is permitted to use such form at such time. The Company shall not , and may be required effected through an existing registration statement that is already effective under the Securities Act, or through a post-effective amendment or supplement to effect an underwritten Demand any such Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $20 millionStatement or other registration statement.

Right to Demand Registrations. At Subject to any time after applicable restrictions on transfer in the date hereof during which SPA or under applicable law, a Holder may, following the Registration Rights Effective Date (but only if there is no Shelf Registration Statement is not then in effect in accordance with Section 2 and covering all of the Company is not then in Registrable Securities held by such Holder of the process class of preparing for filing with the SEC a Shelf Registration Statement or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues securities sought to be in effect in compliance with the Securities Actregistered), any Holder mayrequest, by providing written notice to the Company, request to sell that the Company effect the registration under the Securities Act of all or part of its the Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offeringUnderwritten Offering. Promptly after receipt of a Demand Registration Request, the Company shall, subject to Section 2.3, use commercially reasonable efforts to register all Registrable Securities that have been requested to be registered in the Demand Registration Request; provided, that the Company shall not be required to file a registration statement pursuant to this Section 2.1 (a “Demand Registration Statement”) (i) within sixty (60) days following the effective date of any prior Demand Registration Statement for the same class of Registrable Securities or (ii) if the number of Registrable Securities proposed to be included therein does not equal or exceed the Minimum Amount (calculated on the basis of the average closing price of a share of the Common Stock on the Nasdaq Capital Market or the over-the-counter market as reported by the OTC Markets Group Inc. over the five trading days preceding such Demand Registration Request in the case of a demand for the registration of offers of Common Stock). Promptly (but in any no event within four business dayslater than five (5) Business Days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of the such Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable after receipt of a and shall include in such Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 4, with respect to which the Company has received a written request requests for inclusion in the Demand Registration from a Holder no later than five business days therein within ten (10) Business Days after the date on which the Company has given delivery of such notice to Holders of the Demand Registration Request. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not be required to effect an underwritten Demand Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $20 millionHolder.

Right to Demand Registrations. At If, at any time after following the date hereof during which 3-month anniversary of the Effective Time, the Company is no longer eligible to use a Shelf Registration Statement is not in effect in accordance with Section 2 and the Company is not then in the process of preparing for filing with the SEC a Shelf Registration Statement or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities ActStatement, any Holder may, by providing written notice to the Company, request to sell all or part of its the Registrable Securities of such Holder pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offeringUnderwritten Offering. Promptly (but in any event within four three (3) business days) after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and no later than thirty (30) days after receipt of a Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 4, with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder no later than five business days three (3) Business Days after the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not be required to effect an underwritten a Demand Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $20 million500,000,000 (without regard to any underwriting discount or commission), and shall not be required to effect more than three (3) Demand Registrations or Underwritten Shelf Takedowns in any 12-month period; provided that a registration shall not count as a Demand Registration for this purpose unless and until the Holders of Registrable Securities are able to register and sell at least seventy-five percent (75%) of the Registrable Securities requested to be included in such registration.

Right to Demand Registrations. At any time after following the date hereof during which Restricted Period Termination Date, if a Shelf Registration Statement is not in effect in accordance with Section 2 and available for an Underwritten Shelf Take-Down, the Company is not then in the process of preparing for filing with the SEC a Shelf Registration Statement Stockholder or an amendment or supplement to a Shelf Registration Statement necessary so that such Shelf Registration Statement continues to be in effect in compliance with the Securities Act, any Holder other Investor may, by providing written notice to the Company, request to sell all or part a portion of its the Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holder the Stockholder and any other Investors pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an underwritten offering. Promptly (but in any event within four business days) after receipt of a Demand Registration Request, the Company shall give written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and no later than ten (10) Business Days after receipt of a Demand Registration Request, the Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 4, with respect to which the Company has received a written request for inclusion in the Demand Registration from a Holder no later than five business days after the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use its commercially reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3(a1.2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as reasonably practicable after the filing thereof; provided, however, that the Registration Statement filed pursuant to this Section 1.2(a) need not be declared effective prior to the Restricted Period Termination Date. A Demand Registration shall be effected by way of a Registration Statement on Form F-3 S-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time. The Company shall not , and may be required effected through an existing registration statement that is already effective under the Securities Act, or through a post-effective amendment or supplement to effect an underwritten Demand any such Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $20 millionStatement or other registration statement.