Common use of Right to Demand Registrations Clause in Contracts

Right to Demand Registrations. Subject to any applicable restrictions on transfer in the Investment Agreements or under applicable law, a Holder may, following the one year anniversary of the date of this Agreement (but only if there is no Shelf Registration Statement then in effect covering all of the Registrable Securities held by such Holder of the class of securities sought to be registered), request, by providing written notice to the Company, that the Company effect the registration under the Securities Act of all or part of the Registrable Securities (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 pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an Underwritten 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 no event later than five (5) Business Days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such Demand Registration Request to all other Holders and shall include in such Demand Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) Business Days after the delivery of such notice to such Holder.

Right to Demand Registrations. Subject Until the Termination Date, if the Company is not eligible to any applicable restrictions on transfer in the Investment Agreements use Form F-3 (or under applicable law, a Holder may, following the one year anniversary of the date of this Agreement (but only if there is no Shelf Registration Statement then in effect covering all of the Registrable Securities held by such Holder of the class of securities sought fails to be registeredcomply with its obligations pursuant to Section 2(a), request(b), (c) or (d)), any Holder or 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, that the Company effect the registration under the Securities Act of may request to sell all or part of the its Registrable Securities pursuant to a 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 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 no event No later than five (5) Business Days) Days after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and shall include in such no later than forty-five (45) days after receipt of a Demand Registration Request, the Company shall 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 3(d), with respect to which the Company has received a written requests request for inclusion therein within in the Demand Registration from a Holder no later than ten (10) Business Days after the delivery of such date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use its 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 within 60 days from the original filing date thereof. Notwithstanding the foregoing, the Company shall not be required to effect a Demand Registration on Form F-1 unless the number of Registrable Securities included in such HolderDemand Registration (i) would reasonably be expected to yield gross proceeds to such Holder(s) of at least US$750,000,000 (based on the then-current market prices).

Right to Demand Registrations. Subject to any applicable restrictions If the Company has not made available a Shelf Registration, on transfer in the Investment Agreements or under applicable law, a Holder may, following the one year anniversary of after the date of this Agreement (but only if there is no Shelf Registration Statement then Agreement, in effect the case of Demand Registrations covering all of the Registrable Securities held by such Holder that are Perpetual Preferred Shares, or on or after the 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 class of securities sought to be registered), requestParent or any other Investor may, by providing written notice to the Company, that the Company effect the registration under the Securities Act of request to sell all or part a portion of 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 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 Offeringunderwritten offering. Promptly As promptly as practicable and no later than ten (10) Business Days after receipt of a Demand Registration Request, the Company shall, subject to Section 2.3, use commercially reasonable efforts to shall register all Registrable Securities that have been requested to be registered in the Demand Registration Request; provided, that the . The Company shall not be required use its reasonable best efforts to file a registration statement cause the Registration Statement filed pursuant to this Section 2.1 (a “1.2(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 Statement”) (i) within sixty (60) days following the effective date shall be effected by way of any prior Demand a Registration Statement for on Form S-3 or any similar short-form registration statement to 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 no event later than five (5) Business Days) after receipt by extent the Company of is permitted to use such form at such time, and may be effected through an existing registration statement that is already effective under the Securities Act, or through a Demand post-effective amendment or supplement to any such Registration Request, the Company shall give written notice of such Demand Registration Request to all Statement or other Holders and shall include in such Demand Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) Business Days after the delivery of such notice to such Holderregistration statement.

Right to Demand Registrations. Subject to any applicable restrictions on transfer in If the Investment Agreements or Company is not eligible under applicable lawLaw to register Registrable Securities by way of a Registration Statement on Form S-3 pursuant to Section 4.1, a Holder may, following the one year anniversary any Stockholder after expiration of the date of this Agreement (but only if there is no Shelf Registration Statement then in effect covering all of the Registrable Securities held by such Holder of the class of securities sought to be registered), requestLock-Up Period may, by providing written notice to the Company, that the Company effect the registration under the Securities Act of request to sell all or part of the 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 Stockholder pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an Underwritten 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 Securitiesunderwritten offering. Promptly (but in no any event later than five within two (52) Business Daysbusiness days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such the Demand Registration Request to all other Holders and shall include in such 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 5.3, with respect to which the Company has received a written requests request for inclusion therein within ten in the Demand Registration from one or more Sxxxx Family Stockholders no later than fifteen (1015) Business Days days after the delivery date on which notice was given to Sxxxx Family Stockholders of such notice the Demand Registration Request. The Company shall use its best efforts to such Holdercause the Registration Statement filed pursuant to this Section 4.2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof. The Company shall not be required to effect a Demand Registration unless the Demand Registration includes Registrable Securities in an amount not less than the Minimum Amount.

Right to Demand Registrations. Subject to any applicable restrictions on transfer in the Investment Agreements or If Parent is not eligible under applicable lawLaw to register Registrable Securities by way of a Registration Statement on Form S-3 pursuant to Section 2, a any Holder may, following not party to the one year anniversary Stockholders Agreement or any Holder after expiration of the date of this Agreement (but only if there is no Shelf Registration Statement then in effect covering all of the Registrable Securities held by such Holder of the class of securities sought to be registered), requestLock-Up Period may, by providing written notice to the CompanyParent, that the Company effect the registration under the Securities Act of request to sell all or part of the 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 Offeringunderwritten offering. Promptly (but in any event within three (3) business days) after receipt of a Demand Registration Request, Parent shall give written notice of the Company shallDemand Registration Request to all other Holders of Registrable Securities. As promptly as practicable after receipt of a Demand Registration Request, subject to Section 2.3, use commercially reasonable efforts to 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 Parent has received a written request for inclusion in the Demand Registration from a Holder no later than fifteen (15) days after the date on which notice was given to Holders of the Demand Registration Request; provided, that . Parent shall use its best efforts to cause the Company 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. Parent shall not be required to file effect a registration statement pursuant to this Section 2.1 (a “Demand Registration Statement”) (i) unless 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 any prior Demand a Registration Statement for the same class of Registrable Securities or (ii) if the number of Registrable Securities proposed relating 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 previous 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 no event later than five (5) Business Days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such Demand Registration Request to all other Holders and shall include in such Demand Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) Business Days after the delivery of such notice to such HolderRegistration.

Right to Demand Registrations. Subject to At any applicable restrictions on transfer in time after the Investment Agreements or under applicable lawdate hereof, a any Holder may, following the one year anniversary of the date of this Agreement (but only if there is no Shelf Registration Statement then in effect covering all of the Registrable Securities held by such Holder of the class of securities sought to be registered), request, by providing written notice to the Company, that the Company effect the registration under the Securities Act of request to sell all or part of the 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 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 Securitiesunderwritten offering. Promptly (but in no any event later than five within three (53) Business Daysbusiness days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and shall include in such 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 requests request for inclusion therein within ten in the Demand Registration from a Holder no later than five (105) Business Days business days after the delivery of such 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 S-3 or any similar short-form registration statement to the extent the Company is permitted to use such Holderform at such time. The Company shall not be required to effect a Demand Registration that is an underwritten offering unless the aggregate gross proceeds from such offering are at least $25 million.

Right to Demand Registrations. Subject to At any applicable restrictions on transfer in the Investment Agreements or under applicable law, a Holder may, time following the one year anniversary of the date of this Agreement (but only Restricted Period Termination Date, if there is no a Shelf Registration Statement then in effect covering all of is not available for a Shelf Take-Down, the Registrable Securities held by such Holder of the class of securities sought to be registered), requestStockholder or any other Investor may, by providing written notice to the Company, that the Company effect the registration under the Securities Act of request to sell all or part a portion of 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 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 Offeringunderwritten offering. Promptly As promptly as practicable and no later than ten (10) Business Days after receipt of a Demand Registration Request, the Company shall, subject to Section 2.3, use commercially reasonable efforts to shall register all Registrable Securities that have been requested to be registered in the Demand Registration Request; provided, that the . The Company shall not be required use its commercially reasonable efforts to file a registration statement cause the Registration Statement filed pursuant to this Section 2.1 (a “1.2(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 Statement”) (i) within sixty (60) days following the effective date shall be effected by way of any prior Demand a Registration Statement for on Form S-3 or any similar short-form registration statement to 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 no event later than five (5) Business Days) after receipt by extent the Company of is permitted to use such form at such time and may be effected through an existing registration statement that is already effective under the Securities Act or through a Demand post-effective amendment or supplement to any such Registration Request, the Company shall give written notice of such Demand Registration Request to all Statement or other Holders and shall include in such Demand Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) Business Days after the delivery of such notice to such Holderregistration statement.

Right to Demand Registrations. Subject to At any applicable restrictions on transfer in time following the Investment Agreements or under applicable lawIPO, a each Holder may, following the one year anniversary of the date of this Agreement (but only if there is no Shelf Registration Statement then in effect covering all of the Registrable Securities held by such Holder of the class of securities sought to be registered), request, by providing written notice to the Company, that the Company effect the registration under the Securities Act of request to sell all or part of the its Registrable Securities pursuant to a 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 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 Offeringunderwritten offering. Promptly 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 receipt of 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 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 under this Section 2.1 2 more than once in any twelve (a “Demand Registration Statement”12) (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 Securitiesmonth period. Promptly (but in no any event later than five within three (53) Business Daysbusiness days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and shall include in such 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 3, with respect to which the Company has received a written requests request for inclusion therein within ten in the Demand Registration from a Holder no later than five (105) Business Days business days after the delivery of such 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 2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing of the Registration Statement. A Demand Registration may be effected by way of a Registration Statement on Form S-3 or any similar short-form registration statement to the extent the Company is permitted to use such Holderform at such time. The Company shall not be required to effect 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 $50 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. Subject to any applicable restrictions If the Company has not made available a Shelf Registration, on transfer in the Investment Agreements or under applicable law, a Holder may, following the one year anniversary of after the date of this Agreement that is sixty (but only if there is no Shelf Registration Statement then in effect covering all of 60) days prior to the Registrable Securities held by such Holder of Six-Month Restricted Date, the class of securities sought to be registered), requestParent or any other Investor may, by providing written notice to the Company, that the Company effect the registration under the Securities Act of request to sell all or part a portion of 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 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 Offeringunderwritten offering. Promptly As promptly as practicable and no later than ten (10) Business Days after receipt of a Demand Registration Request, the Company shall, subject to Section 2.3, use commercially reasonable efforts to shall register all Registrable Securities that have been requested to be registered in the Demand Registration Request; provided, that the . The Company shall not be required use its reasonable best efforts to file a registration statement cause the Registration Statement filed pursuant to this Section 2.1 (a “1.2(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 Statement”) (i) within sixty (60) days following the effective date shall be effected by way of any prior Demand a Registration Statement for on Form S-3 or any similar short-form registration statement to 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 no event later than five (5) Business Days) after receipt by extent the Company of is permitted to use such form at such time, and may be effected through an existing registration statement that is already effective under the Securities Act, or through a Demand post-effective amendment or supplement to any such Registration Request, the Company shall give written notice of such Demand Registration Request to all Statement or other Holders and shall include in such Demand Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) Business Days after the delivery of such notice to such Holderregistration statement.

Right to Demand Registrations. Subject to If, at any applicable restrictions on transfer in time after the Investment Agreements or date hereof Parent is not eligible under applicable lawLaw to register Registrable Securities by way of a Registration Statement on Form S-3 pursuant to Section 2, a Holder may, following the one year anniversary of the date of this Agreement (but only if there is no Shelf Registration Statement then in effect covering all of the Registrable Securities held by such Holder of the class of securities sought to be registered), request, by providing written notice to the CompanyParent, that the Company effect the registration under the Securities Act of request to sell all or part of the 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 Offeringunderwritten offering. Promptly (but in any event within three (3) business days) after receipt of a Demand Registration Request, Parent shall give written notice of the Company shallDemand Registration Request to all other Holders of Registrable Securities. As promptly as practicable after receipt of a Demand Registration Request, subject to Section 2.3, use commercially reasonable efforts to 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 Parent has received a written request for inclusion in the Demand Registration from a Holder no later than fifteen (15) days after the date on which notice was given to Holders of the Demand Registration Request; provided, that . Parent shall use its best efforts to cause the Company 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 S-3 or any similar short-form registration statement to the extent Parent is permitted to use such form at such time. Parent shall not be required to file effect a registration statement pursuant to this Section 2.1 (a “Demand Registration Statement”) (i) unless 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 any prior Demand a Registration Statement for the same class of Registrable Securities or (ii) if the number of Registrable Securities proposed relating 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 previous 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 no event later than five (5) Business Days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such Demand Registration Request to all other Holders and shall include in such Demand Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) Business Days after the delivery of such notice to such HolderRegistration.

Right to Demand Registrations. Subject If, at any time after the Lock-Up End Date and prior to any applicable restrictions on transfer in the Investment Agreements Termination Date, the Company is not eligible to use Form F-3 (or under applicable law, a Holder may, following the one year anniversary of the date of this Agreement (but only if there is no Shelf Registration Statement then in effect covering all of the Registrable Securities held by such Holder of the class of securities sought fails to be registeredcomply with its obligations pursuant to Section 2(a), request(b), (c) or (d)), e&, by providing written notice to the Company, may request that it and the Company effect the registration under the Securities Act of other Holders shall be permitted to sell all or part of the their Registrable Securities pursuant to a 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 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 Offeringunderwritten offering. Promptly As promptly as practicable and no later than forty-five (45) days after receipt of a Demand Registration Request, the Company shall, subject to Section 2.3, use commercially reasonable efforts to register shall file a Registration Statement on Form F-1 covering all Registrable Securities that have been requested to be registered in the Demand Registration Request; provided. The Company shall use its commercially reasonable 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 within 60 days from the original filing date thereof. Notwithstanding the foregoing, that the Company shall not be required to file effect 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 on Form F-1 unless 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 no event later than five (5) Business Days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such Demand Registration Request to all other Holders and shall include in such Demand Registration all Registrable Securities with respect is not lower than the Minimum Share Threshold at the time of the Demand Registration (based on the then-current market prices and number of Outstanding Shares). e& shall be entitled to which request (and the Company received written 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 for inclusion therein within ten (10) Business Days after where e& reasonably considers that the delivery same would be necessary or desirable in light of such notice to such Holdergeneral market conditions.

Right to Demand Registrations. Subject to At any applicable restrictions on transfer in time after the Investment Agreements or under applicable lawdate hereof, a any Holder may, following the one year anniversary of the date of this Agreement (but only if there is no Shelf Registration Statement then in effect covering all of the Registrable Securities held by such Holder of the class of securities sought to be registered), request, by providing written notice to the Company, that the Company effect the registration under the Securities Act of request to sell all or part of the 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 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 no any event later than five within three (53) Business Days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and shall include in such Demand Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within no later than ten (10) Business Days after receipt of a Demand Registration Request, the delivery of such Company shall register all Registrable Securities (i) that have been requested to be registered in the Demand Registration Request and (ii) subject to Section 6, 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 the Holders of the Demand Registration Request. The Company shall use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 5(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 S-3 or any similar short-form registration statement to the extent the Company is permitted to use such Holderform at such time. The Company shall not be required to effect 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 $75 million.

Right to Demand Registrations. Subject to At any applicable restrictions on transfer in the Investment Agreements or under applicable law, a Holder may, time following the one year anniversary of the date of this Agreement (but only Restricted Period Termination Date, if there is no a Shelf Registration Statement then in effect covering all of is not available for an Underwritten Shelf Take-Down, the Registrable Securities held by such Holder of the class of securities sought to be registered), requestStockholder or any other Investor may, by providing written notice to the Company, that the Company effect the registration under the Securities Act of request to sell all or part a portion of 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 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 Offeringunderwritten offering. Promptly As promptly as practicable and no later than ten (10) Business Days after receipt of a Demand Registration Request, the Company shall, subject to Section 2.3, use commercially reasonable efforts to shall register all Registrable Securities that have been requested to be registered in the Demand Registration Request; provided, that the . The Company shall not be required use its commercially reasonable efforts to file a registration statement cause the Registration Statement filed 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 1.2 (a) equal to be declared effective by the SEC or exceed otherwise become effective under the Minimum Amount (calculated on Securities Act as promptly as reasonably practicable after the basis of filing thereof; provided, however, that the average closing price 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 share of Registration Statement on Form S-3 or any similar short-form registration statement to 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 no event later than five (5) Business Days) after receipt by extent the Company of is permitted to use such form at such time, and may be effected through an existing registration statement that is already effective under the Securities Act, or through a Demand post-effective amendment or supplement to any such Registration Request, the Company shall give written notice of such Demand Registration Request to all Statement or other Holders and shall include in such Demand Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) Business Days after the delivery of such notice to such Holderregistration statement.

Right to Demand Registrations. Subject to the provisions of this Agreement, at any applicable restrictions on transfer in time after the Investment Agreements or under applicable law, a Holder may, following the one year first anniversary of the date Closing Date in the case of this Agreement (but only if there is no Shelf Registration Statement then an A/N Holder and at any time after the Closing Date in effect covering all the case of the Registrable Securities held by such a Liberty Holder, any A/N Holder of the class of securities sought to be registered), requestor any Liberty Holder may, by providing written notice to the Company, that the Company effect the registration under the Securities Act of request to sell all or part of the its Registrable Securities pursuant to a 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 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 Securitiesunderwritten offering. Promptly (but in no any event later than five within three (53) Business Daysbusiness days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such the Demand Registration Request to all the other Holders and shall include in such Investor Holders. Subject to the provisions of 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 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) 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 requests request for inclusion therein within ten in the Demand Registration from an Investor Holder no later than five (105) Business Days business days after the delivery of such 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 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 S-3 or any similar short-form or successor form to the extent the Company is permitted to use such Holderform at such time, and may be effected through an existing registration statement that is already effective under the Securities Act, or through a post-effective amendment or supplement to any such Registration Statement or other registration statement.

Right to Demand Registrations. Subject to At any applicable restrictions on transfer in the Investment Agreements or under applicable law, a Holder may, time following the one year anniversary IPO Lock-Up Period, each of the date of this Agreement (but only if there is no Shelf Registration Statement then in effect covering all of the Registrable Securities held by such Holder of the class of securities sought to be registered), requestSponsors may, by providing written notice to the Company, that the Company effect the registration under the Securities Act of request to sell all or part of the its Registrable Securities pursuant to a 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 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 Offeringunderwritten offering. Promptly 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 receipt of 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 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 under this Section 2.1 2 more than once in any twelve (a “Demand Registration Statement”12) (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 Securitiesmonth period. Promptly (but in no any event later than five within three (53) Business Daysbusiness days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and shall include in such 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 3, with respect to which the Company has received a written requests request for inclusion therein within ten in the Demand Registration from a Holder no later than five (105) Business Days business days after the delivery of such 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 2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing of the Registration Statement. A Demand Registration may be effected by way of a Registration Statement on Form S-3 or any similar short-form registration statement to the extent the Company is permitted to use such Holderform at such time. The Company shall not be required to effect 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 $50 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. Subject to any applicable restrictions on transfer in the Investment Agreements Agreement or under applicable law, a Holder may, following the later of the one year anniversary of the date of this Agreement and the last day of the Restricted Period (but solely during 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 then in effect covering all of the Registrable Securities held by such Holder of the class of securities sought to be registered), request, by providing written notice to the Company, that the Company effect the registration under the Securities Act of all or part of the securities that are Registrable Securities 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 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 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”) (ia) within sixty (60) days following the effective date of any prior Demand Registration Statement for the same class of Registrable Securities or (iib) if the number of Registrable Securities proposed to be included therein does not either (ai) 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 (bii) represent all of the remaining Registrable Securities. Promptly (but in no event later than five (5) Business Days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such Demand Registration Request to all other Holders and shall include in such Demand Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) Business Days after the delivery of such notice to such Holder.

Right to Demand Registrations. Subject to any applicable restrictions on transfer in the Investment Agreements SPA or under applicable law, a Holder may, following the one year anniversary of the date of this Agreement Registration Rights Effective Date (but only if there is no Shelf Registration Statement then in effect covering all of the Registrable Securities held by such Holder of the class of securities sought to be registered), request, by providing written notice to the Company, that the Company effect the registration under the Securities Act of all or part of the Registrable Securities (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 pursuant to the Demand Registration and the intended method of distribution thereof, including whether it is intended to be an Underwritten 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 the Nasdaq Global Select 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) or (b) represent all of the remaining Registrable Securities). Promptly (but in no event later than five (5) Business Days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such Demand Registration Request to all other Holders and shall include in such Demand Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) Business Days after the delivery of such notice to such Holder.

Right to Demand Registrations. Subject to any applicable restrictions on transfer in the Investment Agreements or under applicable law, a Holder may, following the one year anniversary of the date of this Agreement may (but only if there is no Shelf Registration Statement then in effect covering all of the Registrable Securities held by such Holder of the class of securities sought to be registered), ) request, by providing written notice to the Company, that the Company effect the registration under the Securities Act of all or part of the Registrable Securities (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 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 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, 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 Nasdaq Global Select Market 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 no event later than five (5) Business Days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such Demand Registration Request to all other Holders and shall include in such Demand Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) Business Days after the delivery of such written notice of a Demand Registration to such Holder. Subject to Section 3.2, the Company shall use reasonable best efforts (i) to file a Demand Registration Statement within 30 days after such Holder’s written request therefor and (ii) to cause such Demand Registration Statement to become effective as soon as practical thereafter.

Right to Demand Registrations. Subject to Beginning one hundred twenty (120) days after the Plan Effective Date, if the Company does not have an effective Shelf Registration Statement, any applicable restrictions on transfer in the Investment Agreements or under applicable law, a Holder may, following the one year anniversary of the date of this Agreement (but only if there is no Shelf Registration Statement then in effect covering all of the Registrable Securities held by such Holder of the class of securities sought to be registered), request, by providing written notice to the Company, that the Company effect the registration under the Securities Act of request to sell all or part of the its Registrable Securities pursuant to a 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 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 (and 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) any event 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 no event later than five (5) Business Days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such the Demand Registration Request to all other Holders and shall include in such 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 5, with respect to which the Company has received a written requests request for inclusion therein within ten in the Demand Registration from a Holder no later than five (105) Business Days after the delivery of such 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 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 S-1 or on Form S-3 (or Form S-3ASR) or any similar short-form registration statement if the Company is qualified to use such Holdershort form. The Company shall not be required to effect 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 $12.5 million.

Right to Demand Registrations. Subject to At any applicable restrictions on transfer in the Investment Agreements or under applicable law, a Holder may, time following the one year anniversary IPO Lock-Up Period, each of the date of this Agreement (but only if there is no Shelf Registration Statement then in effect covering all of the Registrable Securities held by such Holder of the class of securities sought to be registered), requestSponsors may, by providing written notice to the Company, that the Company effect the registration under the Securities Act of request to sell all or part of the its Registrable Securities pursuant to a 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 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 Offeringunderwritten offering. Promptly 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 receipt of 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 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 under this Section 2.1 2 more than once in any twelve (a “Demand Registration Statement”12) (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 Securitiesmonth period. Promptly (but in no any event later than five within three (53) Business Daysbusiness days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and shall include in such 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 3, with respect to which the Company has received a written requests request for inclusion therein within ten in the Demand Registration from a Holder no later than five (105) Business Days business days after the delivery of such 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 2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing of the Registration Statement. A Demand Registration may be effected by way of a Registration Statement on Form S-3 or any similar short-form registration statement to the extent the Company is permitted to use such Holderform at such time. The Company shall not be required to effect 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 $50 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. Subject to If, at any applicable restrictions on transfer in the Investment Agreements or under applicable law, a Holder may, time following the one year 3-month anniversary of the date of this Agreement (but only if there Effective Time, the Company is no longer eligible to use a Shelf Registration Statement then in effect covering all of the Registrable Securities held by such Statement, any Holder of the class of securities sought to be registered), requestmay, by providing written notice to the Company, that the Company effect the registration under the Securities Act of request to sell all or part of 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 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 no any event later than five within three (53) Business Daysbusiness days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and shall include in such 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 requests request for inclusion therein within ten in the Demand Registration from a Holder no later than three (103) Business Days after the delivery of such 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. The Company shall not be required to effect a Demand Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such HolderDemand Registration are at least $500,000,000 (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. Subject to At any applicable restrictions on transfer in the Investment Agreements or under applicable law, a Holder may, time following the one year anniversary of the date of this Agreement (but only Restricted Period Termination Date, if there is no a Shelf Registration Statement then in effect covering all of is not available for an Underwritten Shelf Take-Down, the Registrable Securities held by such Holder of the class of securities sought to be registered), requestStockholder or any other Investor may, by providing written notice to the Company, that the Company effect the registration under the Securities Act of request to sell all or part a portion of 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 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 Offeringunderwritten offering. Promptly As promptly as practicable and no later than ten (10) Business Days after receipt of a Demand Registration Request, the Company shall, subject to Section 2.3, use commercially reasonable efforts to shall register all Registrable Securities that have been requested to be registered in the Demand Registration Request; provided, that the . The Company shall not be required use its commercially reasonable efforts to file a registration statement cause the Registration Statement filed pursuant to this Section 2.1 (a “1.2(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 Statement”) (i) within sixty (60) days following the effective date shall be effected by way of any prior Demand a Registration Statement for on Form S-3 or any similar short-form registration statement to 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 no event later than five (5) Business Days) after receipt by extent the Company of is permitted to use such form at such time, and may be effected through an existing registration statement that is already effective under the Securities Act, or through a Demand post-effective amendment or supplement to any such Registration Request, the Company shall give written notice of such Demand Registration Request to all Statement or other Holders and shall include in such Demand Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) Business Days after the delivery of such notice to such Holderregistration statement.