Common use of Right to Request Registration Clause in Contracts

Right to Request Registration. Subject to the provisions hereof, at any time the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, a Holder may at any time request registration under the Securities Act for resale of all, but not less than all, of the Registrable Securities then-held by the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f) and Sections 4 and 5 below, the Company shall (i) file a Registration Statement registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(b) (a “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practical thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunder.

Right to Request Registration. Subject to So long as the provisions hereof, at any time the Company does not have an effective Shelf Registration Statement covering all with respect to the Registrable Securities, the Holders of at least twenty percent (20%) of the then-outstanding number of Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until (the Termination Date, a Holder “Demand Holders”) may at any time request registration under the Securities Act for resale of all, but not less than all, all or part of the their Registrable Securities then-held by the applicable Holder(s) with an anticipated aggregate offering price of at least $35,000,000 at any time and from time to time (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(fWithin seven (7) and Sections 4 and 5 belowBusiness Days after receipt of any such request for Demand Registration, the Company shall (i) file a Registration Statement registering for resale give written notice of such number request to each other Holder of Registrable Securities, if any, and shall, subject to the provisions of Section 2(d)(i) hereof, include in such registration up to the pro rata share Registrable Securities as requested of each such Holder based on the percentage Registrable Securities owned by the Demand Holders that are to be so registered pursuant included in the Demand Registration and with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice; provided, that to the extent such other Holders wish to include additional Registrable Securities held by such Holders in the Demand Registration in excess of their allotted proportion, such other Holders may request, within the same five (5) Business Day notice period outlined above, that the Demand Holders consider including such additional shares as Registrable Securities. Upon receipt of such notice, and subject to Section 2(d)(i), the Demand Holders may elect to include or exclude such additional Registrable Securities from the Demand Registration their sole and absolute discretion. The Company shall use its reasonable best efforts to file with the Commission following receipt of any such request for Demand Registration (but in no event more than thirty (30) days following receipt of such request) one or more registration statements with respect to all such Registrable Securities with respect to which the Company has received written requests for inclusion therein in accordance with this Section 2(b) paragraph under the Securities Act (a the “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) ). The Company shall use commercially its reasonable best efforts to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practical thereafterpracticable after the filing thereof. To The Demand Registration Statement shall be on an appropriate form and the extent requested Registration Statement and any form of Prospectus included therein (or Prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders of shares registered on such Registration Statement may from time to time notify the Company. Subject to the foregoing and to Section 2(d)(i), following the receipt by the Initiating HoldersCompany of any request for Demand Registration, all of the Registrable Securities of any Holder electing to register Registrable Securities in accordance with this paragraph shall be included in the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on without any further action by any Holder. The Demand Holders who have requested a continuous basis pursuant to Rule 415 under the Securities Act, unless Demand Registration may cause the Company is not eligible to use a form which allows postpone or withdraw the filing or the effectiveness of such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderat any time in their sole discretion.

Right to Request Registration. Subject to So long as the provisions hereof, at any time the Company does not have an effective Shelf Registration Statement covering all with respect to the Registrable Securities is not effectivefollowing the Effectiveness Deadline, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, a Holder Holders of at least twenty percent (20%) of the then-outstanding number of Registrable Securities (the “Demand Holders”) may at any time request registration under the Securities Act for resale of all, but not less than all, all or part of the their Registrable Securities then-held by the applicable Holder(s) with an anticipated aggregate offering price of at least $10,000,000 at any time and from time to time (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(fWithin seven (7) and Sections 4 and 5 belowBusiness Days after receipt of any such request for Demand Registration, the Company shall (i) file a Registration Statement registering for resale give written notice of such number request to each other Holder of Registrable Securities, if any, and shall, subject to the provisions of Section 2(d)(i) hereof, include in such registration up to the pro rata share Registrable Securities as requested of each such Holder based on the percentage Registrable Securities owned by the Demand Holders that are to be so registered pursuant included in the Demand Registration and with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice; provided, that to the extent such other Holders wish to include additional Registrable Securities held by such Holders in the Demand Registration in excess of their allotted proportion, such other Holders may request, within the same five (5) Business Day notice period outlined above, that the Demand Holders consider including such additional shares as Registrable Securities. Upon receipt of such notice, and subject to Section 2(d)(i), the Demand Holders may elect to include or exclude such additional Registrable Securities from the Demand Registration in their sole and absolute discretion. The Company shall use its reasonable best efforts to file with the Commission following receipt of any such request for Demand Registration (but in no event more than thirty (30) days following receipt of such request) one or more registration statements with respect to all such Registrable Securities with respect to which the Company has received written requests for inclusion therein in accordance with this Section 2(b) paragraph under the Securities Act (a the “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) ). The Company shall use commercially its reasonable best efforts to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practical thereafterpracticable after the filing thereof. To The Demand Registration Statement shall be on an appropriate form and the extent requested Registration Statement and any form of Prospectus included therein (or Prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders of shares registered on such Registration Statement may from time to time notify the Company. Subject to the foregoing and to Section 2(d)(i), following the receipt by the Initiating HoldersCompany of any request for Demand Registration, all of the Registrable Securities of any Holder electing to register Registrable Securities in accordance with this paragraph shall be included in the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on without any further action by any Holder. The Demand Holders who have requested a continuous basis pursuant to Rule 415 under the Securities Act, unless Demand Registration may cause the Company is not eligible to use a form which allows postpone or withdraw the filing or the effectiveness of such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderat any time in their sole discretion.

Right to Request Registration. (i) Subject to the provisions hereof, if, at any time following the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and date of the pricing of the IPO until the Termination Date, a Holder may or group of Holders holding at any time request least 25% of the Registrable Shares held by all Holders (the “Requesting Holders”) requests registration under the Securities Act for resale of all, but not less than all, all or part of the Registrable Securities then-Shares held by the applicable Holder(s) such Requesting Holders (a “Demand Registration” and ”), then the Company shall promptly give notice of such requested registration, at least 20 business days prior to the anticipated filing date of the Registration Statement relating to such Demand Registration, to each Holder who properly initiates did not make such request shall be referred to individually as an “Initiating Holder” and collectively as (the “Initiating Non-Requesting Holders”) and thereupon shall use its reasonable best efforts to effect, as promptly as practicable, the registration under the Securities Act of (i) all Registrable Shares for which the Requesting Holders have requested registration under this Section 2(a) and (ii) subject to the restrictions set forth in Section 2(a)(ii), Section 2(c) and Section 3, all Registrable Shares that any Non-Requesting Holder has requested the Company to register by request received by the Company not more than 10 business days after such Non-Requesting Holder receives the Company’s notice of the Demand Registration (such Non-Requesting Holders, together with the Requesting Holders, the “Registering Holders”). Subject . (ii) Promptly after the expiration of the 10-business day-period referred to in Section 2(f) and Sections 4 and 5 below2(a)(i), the Company shall (i) file a Registration Statement registering for resale such notify all Registering Holders of the identities of the other Registering Holders and the number of Registrable Securities as Shares requested to be so registered pursuant included therein. At any time prior to this Section 2(b) (a “Demand the effective date of the Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) use commercially reasonable efforts Statement relating to cause such Demand Registration Statement Registration, the Requesting Holders may revoke such request, without liability to be declared effective by any of the SEC as soon as practical thereafter. To the extent requested by the Initiating other Registering Holders, by providing a notice to the Demand Registration Statement shall allow the offer and sale Company revoking such request. (iii) If any of the Registrable Securities on Shares covered by a continuous basis pursuant Demand Registration are to Rule 415 under the Securities Actbe sold in an underwritten offering, unless the Company shall have the right to select the managing underwriter or underwriters to lead the offering. (iv) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereundereffected.

Right to Request Registration. Subject to So long as the provisions hereof, at any time the Company does not have an effective Shelf Registration Statement covering all with respect to the Registrable Securities, the Holders of at least twenty percent (20%) of the then-outstanding number of Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until (the Termination Date, a Holder “Demand Holders”) may at any time request registration under the Securities Act for resale of all, but not less than all, all or part of the their Registrable Securities then-held by the applicable Holder(s) with an anticipated aggregate offering price of at least $20,945,000 at any time and from time to time (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(fWithin seven (7) and Sections 4 and 5 belowBusiness Days after receipt of any such request for Demand Registration, the Company shall (i) file a Registration Statement registering for resale give written notice of such number request to each other Holder of Registrable Securities, if any, and shall, subject to the provisions of Section 2(d)(i) hereof, include in such registration up to the pro rata share Registrable Securities as requested of each such Holder based on the percentage Registrable Securities owned by the Demand Holders that are to be so registered pursuant included in the Demand Registration and with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice; provided, that to the extent such other Holders wish to include additional Registrable Securities held by such Holders in the Demand Registration in excess of their allotted proportion, such other Holders may request, within the same five (5) Business Day notice period outlined above, that the Demand Holders consider including such additional shares as Registrable Securities. Upon receipt of such notice, and subject to Section 2(d)(i), the Demand Holders may elect to include or exclude such additional Registrable Securities from the Demand Registration their sole and absolute discretion. The Company shall use its reasonable best efforts to file with the Commission following receipt of any such request for Demand Registration (but in no event more than thirty (30) days following receipt of such request) one or more registration statements with respect to all such Registrable Securities with respect to which the Company has received written requests for inclusion therein in accordance with this Section 2(b) paragraph under the Securities Act (a the “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) ). The Company shall use commercially its reasonable best efforts to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practical thereafterpracticable after the filing thereof. To The Demand Registration Statement shall be on an appropriate form and the extent requested Registration Statement and any form of Prospectus included therein (or Prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders of shares registered on such Registration Statement may from time to time notify the Company. Subject to the foregoing and to Section 2(d)(i), following the receipt by the Initiating HoldersCompany of any request for Demand Registration, all of the Registrable Securities of any Holder electing to register Registrable Securities in accordance with this paragraph shall be included in the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on without any further action by any Holder. The Demand Holders who have requested a continuous basis pursuant to Rule 415 under the Securities Act, unless Demand Registration may cause the Company is not eligible to use a form which allows postpone or withdraw the filing or the effectiveness of such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderat any time in their sole discretion.

Right to Request Registration. Subject to the provisions hereof, until the Termination Date the Investor may request, at any time the when an S-3 Shelf Registration Statement covering all registering the relevant Registrable Securities (and permitting the public resale thereof by the Investor) is not effectivein effect, other than as permitted registration for resale under the Securities Act of all or part of the Registrable Securities (a “Registration”); provided, however, that (based on the then-current market prices) the number of Registrable Securities included in accordance with Section 4 hereofthe Registration would, if fully sold, yield gross proceeds to the Investor of at least the Minimum Amount. Upon such request, and until subject to the Termination Datelast sentence of this Section 2(a) and Sections 4 and 6, a Holder may the Company shall use reasonable best efforts (i) to, at any time when the Company is eligible to use Form S-3, file an S-3 Shelf Registration Statement (or any amendment or supplement thereto) covering the number of Registrable Securities specified in such request registration under the Securities Act for resale public sale in accordance with the method of all, but not less than all, of the Registrable Securities then-held by the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates disposition specified in such request shall be referred to individually as an “Initiating Holder” and collectively as within 30 days after the “Initiating Holders”). Subject to Section 2(fInvestor’s written request therefor, (ii) and Sections 4 and 5 below, if the Company shall (i) is not eligible to file an S-3 Shelf Registration Statement, to file a Registration Statement (other than an S-3 Shelf Registration Statement) registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(b) (a “Demand Registration Statement”2(a) within forty-five (45) 45 days after the Initiating Holders’ Investor’s request therefor and (iiiii) use commercially reasonable efforts if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practical thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 If permitted under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow be one that is automatically effective upon filing. The Investor shall not be entitled to request a Registration more than once in any period of 180 days provided, however, that the Investor shall not be entitled to request a Registration within six months after the Investor has sold Shares in a Piggyback Registration, but only if all Registrable Securities the Investor requested to be included in such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderPiggyback Registration were sold pursuant thereto.

Right to Request Registration. Subject to the provisions hereofSection 2(d), at any time after the Shelf Registration Statement covering all Registrable Securities is not effectiveearlier of (i) the fourth (4th) anniversary of the Closing and (ii) six (6) months after the occurrence of an Initial Public Offering, other than as permitted in accordance with Section 4 hereofupon the written request of any Principal Holder (the “Initiating Holder”), and until the Termination Date, a such Initiating Holder may at any time request that the Company effect the registration under the Securities Act for resale of all, but not less than all, all or part of the Registrable Securities then-Common Stock held by the applicable Holder(s) such Initiating Holder (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f) and Sections 4 and 5 below, the The Company shall (i) file a Registration Statement registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(b) (a “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) use commercially reasonable efforts to cause the Registration Statement relating to such Demand Registration Statement to be declared effective under the Securities Act no later than 90 calendar days following the date such demand is made. In connection with any Demand Registration, the Initiating Holder thereof may elect that the Company effect such registration by filing a registration statement under the SEC as soon as practical thereafter. To Securities Act (a “Shelf Registration Statement”) which provides for the extent requested sale by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale Holder of the its Registrable Securities Common Stock from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, unless which registration statement shall provide for the disposition of Registrable Common Stock pursuant to such distribution methods as the Initiating Holder may request; provided that the Company is not then eligible to use register securities on a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Option”). Each request for registration shall specify the approximate number of shares of Registrable Common Stock requested to be registered. Upon the receipt of a request for a Demand Registration, the Company promptly shall give written notice of such proposed Demand Registration and the rules thereunderintended method of disposition stated in the request for such Demand Registration to all other Holders and, subject to the terms of this Agreement, shall include in such Demand Registration (and in all related registrations and qualifications under state “blue sky” laws or in compliance with other registration requirements and in any related underwriting) all Registrable Common Stock of the Holders with respect to which the Company has received written requests for inclusion therein (which requests, to be effective, shall contain a consent to the intended method of disposition included in the request for such Demand Registration) within fifteen (15) calendar days after the delivery of such notice.

Right to Request Registration. Subject to the provisions hereofSection 2(a)(ii), at any time or from time to time following the Shelf second anniversary of the Closing Date, any Stockholder shall have the right to request in writing (a "Demand Request") (which request shall specify the number of Registrable Securities intended to be disposed of by such Stockholder and the intended method of distribution thereof) that the Company register such Registrable Securities by filing with the SEC a Required Registration Statement. The Company will, within 10 days of receiving a Demand Request, give written notice thereof (a "Demand Notice") to all remaining Stockholders and will, not later than the 60th calendar day after the receipt of such a Demand Request, cause to be filed a Required Registration Statement covering all the Registrable Securities is which the Stockholders shall request in writing to be included in such Required Registration Statement (which written requests by the remaining Stockholders shall specify the number of Registrable Securities requested to be included and, if the initiator of the Demand Request did not effectivepropose to sell through an Underwritten Offering, other than as permitted in accordance with Section 4 hereofthe means of distribution, and until which written request shall be given within 10 days of receipt of the Termination DateDemand Notice) and any Ordinary Shares that the Company proposes to register, a Holder may at any time request providing for the registration under the Securities Act for resale of allsuch Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of distribution thereof specified in such request (provided that the Company may delay such filing by not more than 120 days if the Company, but not less than allprior to the time it would otherwise have been required to file such Registration Statement, determines in good faith that the filing of the Registrable Securities thenRegistration Statement would require the disclosure of non-held by public material information that, in the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates such request shall reasonable judgment of the Company, would be referred detrimental to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f) and Sections 4 and 5 below, the Company if so disclosed or would otherwise adversely affect a financing, acquisition, disposition, merger or other material transaction; provided, further that the Stockholders may withdraw the Demand Request upon prompt notice to the Company if such delay exceeds 30 days), and shall (i) file a Registration Statement registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(b) (a “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) use commercially its reasonable efforts to cause have such Demand Required Registration Statement to be declared effective by the SEC as soon as practical thereafter. To the extent requested by the Initiating Holders, the Demand practicable thereafter and to keep such Required Registration Statement shall allow continuously effective for a period of at least 180 calendar days following the offer and sale date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities on covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a continuous basis pursuant post-effective amendment or a supplement to Rule 415 under the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Required Registration Statement or by the Securities Act, unless any state securities or blue sky laws, or any rules and regulations thereunder. The registration rights granted pursuant to the Company is not eligible provisions of this paragraph (a) shall be in addition to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by registration rights granted pursuant to the Securities Act and the rules thereunderother provisions of this Section 2.

Right to Request Registration. Subject to the provisions hereofof this Agreement, at any time from the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and date of the first Deferred Stock Payment until the Termination Date, Seller may request that Purchaser register (a Holder may “Registration”) for public resale by Seller all or any portion of the Registrable Securities held by the Seller not otherwise covered by a Registration Statement. Upon such request, and subject to Sections 4 and 6 and the last sentence of this Section, Purchaser shall use reasonable best efforts (i) to, at any time when Purchaser is eligible to use Form S-3, file an S-3 Shelf Registration Statement (or any amendment or supplement thereto) covering the number of Registrable Securities specified in such request registration under the Securities Act for public resale in accordance with the method of all, but not less than all, of the Registrable Securities then-held by the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates disposition specified in such request shall be referred within 15 Business Days after the date of Seller’s written request therefor; (ii) if Purchaser is not eligible to individually as file an “Initiating Holder” and collectively as the “Initiating Holders”). Subject S-3 Shelf Registration Statement, to Section 2(f) and Sections 4 and 5 below, the Company shall (i) file a Registration Statement (other than an S-3 Shelf Registration Statement) registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(b) (a “Demand Registration Statement”) within forty-five (45) days 30 Business Days after the Initiating Holders’ date of Seller’s request therefor therefor; and (iiiii) use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practical practicable thereafter. To the extent requested by the Initiating Holders; provided, the Demand Registration Statement however, that, subject to subsections (a) and (c) of this Section and for so long as Purchaser shall allow the offer have timely complied with its obligations under Section 11 hereof and sale Section 5.6 of the Purchase Agreement, Purchaser shall not be required to effect a Registration pursuant to this subsection unless Seller makes a request for Registration with respect to not less than 250,000 Registrable Securities on not otherwise covered by a continuous basis pursuant to Rule 415 Registration Statement. If permitted under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderbe one that is automatically effective upon filing.

Right to Request Registration. Subject to Upon the provisions hereof, at any time written request of Original Holders owning 6% or more of the Shelf Registration Statement covering all outstanding Registrable Securities is not effectivethen owned in the aggregate by such Holders (the "Requesting Holders") (computed for these purposes as if all Preferred Units have been converted into Partnership Units and thereafter all outstanding Partnership Units have been redeemed for Common Shares), other than as permitted in accordance with Section 4 hereof, and until requesting that the Termination Date, a Holder may at any time request Company effect the registration under the Securities Act for resale of all, but not less than all, of at least the Registrable Securities then-held by the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f) and Sections 4 and 5 belowMinimum Registration Amount, the Company shall use its best efforts to effect, as expeditiously as possible, following the prompt (ibut in no event later than 15 days following the receipt of such written request) file a Registration Statement registering for resale delivery of notice to all Original Holders, the registration under the Securities Act of such number of shares of Registrable Securities as owned by the Requesting Holders and requested by the Requesting Holders to be so registered (subject to Section 5(c) hereof), together with (x) all other Common Shares entitled to registration, and (y) securities of the Company which the Company elects to register and offer for its own account; provided, however, that the Company shall not be required to (i) subject to Section 5(b) below, effect more than a total of three such registrations pursuant to this Section 2(b) (a “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and Agreement, (ii) use commercially reasonable efforts file a registration statement relating to cause such Demand Registration Statement to be declared a registration request pursuant hereto within a period of six months after the effective by the SEC as soon as practical thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale date of any other registration statement of the Company requested hereunder (other than pursuant to Section 2) or pursuant to which the Requesting Holders shall have been given an opportunity to participate pursuant to Section 4 hereof and which opportunity they declined or which registration statement under Section 4 hereof included shares of Registrable Securities owned by Holders Entitled to Registration Rights (so long as such registration statement became and was effective for sufficient, time to permit the sales contemplated thereby) or (iii) file a registration statement relating to the registration of Registerable Securities which are already being registered pursuant to a Shelf Registration Statement; provided further, that the Company shall not be required to file a registration statement relating to an offering of Common Shares on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act, unless Act if the Company is not not, at the time, eligible to use register Common Shares on Form S-3 (or a form which allows such offer and sale successor form). Notwithstanding the foregoing, if the Board of Directors of the Company determines in which case its good faith judgment, (x) after consultation with a nationally recognized investment banking fim, that there will be an adverse effect on a then contemplated public offering of the Demand Registration Statement shall allow such offer and resale for so long a period as permitted Company's securities, (y) that the disclosures that would be required to be made by the Securities Act and Company in connection with such registration would be materially harmful to the rules thereunderCompany because of transactions then being considered by, or other events then concerning, the Company, or (z) the registration at the time would require the inclusion of pro forma or other information, which requirements the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this Section 5 for a reasonable period of time, but not in excess of 90 calendar days (or any longer period agreed to by the Holders Entitled to Registration Rights), provided that at all times the Company is in good faith using all reasonable efforts to file such registration statement as soon as practicable.

Right to Request Registration. Subject to the provisions hereof, at any time the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, each Investor or any group of Investors shall have the right to make requests in writing (each, a Holder “Request”) (which Request shall specify the Registrable Shares intended to be disposed and the intended method of distribution thereof) that the Company register all or part of the Registrable Shares held by such Investor(s) on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or Form S-3 or any similar short-form registration (“Short-Form Registrations”), if available, provided that, in either case, the number of Registrable Shares included in the Request (i) would, if fully sold, yield gross proceeds to the Investor(s) making the Request of at least $200,000,000 (based on the then-current market prices of the Common Stock) or (ii) consists of all Registrable Shares then owned by 3G and all of the 3G Permitted Transferees, or Berkshire and all of the Berkshire Permitted Transferees, as applicable. The Investor(s) making any Request shall send a copy of such Request to the other Investors at the same time as it is sent to the Company, and each other Investor may at any time elect to include Registrable Shares owned by it in the same registration by providing written notice of such election to the Company and the Investor(s) making the Request within five (5) Business Days of receiving the Request (which notice shall specify the Registrable Securities intended to be included). All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” Each Investor may request that the registration be made pursuant to Rule 415 under the Securities Act for resale of all, but not less than all, of the Registrable Securities then-held by the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating HoldersS-3 Shelf Registration”). Subject to Section 2(f) and Sections 4 and 5 belowand, if the Company shall (i) file is a WKSI at the time any request for a Registration Statement registering for resale such number of Registrable Securities as requested to be so registered is submitted pursuant to this Section 2(b2(a) (a “Demand Registration Statement”) within forty-five to the Company, that such S-3 Shelf Registration be an automatic shelf registration statement (45as defined in Rule 405 under the Securities Act) days after (an “Automatic Shelf Registration Statement”). The Company shall file such Registration Statement as promptly as practicable, but no later than the Initiating Holders’ request therefor applicable Filing Deadline, and (ii) shall use commercially its reasonable best efforts to cause such Demand the Registration Statement to be declared effective by the SEC as soon as practical thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 or otherwise become effective under the Securities ActAct as promptly as practicable but, unless in any event, no later than the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderEffectiveness Deadline.

Right to Request Registration. Subject to So long as the provisions hereof, at any time the Company does not have an effective Shelf Registration Statement covering all with respect to the Registrable Securities is not effectiveShares, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, a Holder Whitney may at any time request registration under the Securities Act for resale of all, but not less than all, all or part of the its Registrable Securities then-held by the applicable Holder(s) Shares (a “Demand Registration” ”) with an anticipated aggregate offering price of at least $10.0 million at any time and each Holder who properly initiates from time to time. Within ten (10) Business Days after receipt of any such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f) and Sections 4 and 5 belowfor Demand Registration, the Company shall (i) file a Registration Statement registering for resale give written notice of such number request to all other Holders of Registrable Shares, if any, and shall, subject to the provisions of Section 2(b)(iii) hereof, include in such registration all such Registrable Shares with respect to which the Company has received written requests for inclusion therein within seven (7) Business Days after the receipt of the Company’s notice. The Company shall use commercially reasonable best efforts to file with the Commission following receipt of any such request for Demand Registration one or more registration statements with respect to the Registrable Shares under the Securities as requested to be so registered pursuant to this Section 2(b) Act (a the “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) ). The Company shall use commercially reasonable best efforts to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practical thereafterpracticable after the filing thereof. To The Demand Registration Statement shall be on an appropriate form and the extent requested Registration Statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders may from time to time notify the Company. Following the receipt by the Initiating HoldersCompany of any request for Demand Registration, subject to Section 2(b)(ii), all of the Registrable Shares of any Holder shall be included in the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted without any further action by the Securities Act and the rules thereunderany Holder.

Right to Request Registration. Subject to the provisions hereof, at any time the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, a Holder the Investor may at any time request registration for resale under the Securities Act for resale of all, but not less than all, all or part of the Registrable Securities then-held by the applicable Holder(s) Shares (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f2(d) and Sections 4 5 and 5 7 below, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Securities Shares as requested to be so registered pursuant to this Section 2(b2(a) (a “Demand Registration Statement”) within forty-five (45) 45 calendar days after the Initiating Holders’ Investor’s request therefor therefor, and (ii) use commercially reasonable efforts if necessary, to promptly cause such Demand Registration Statement to be declared effective by the SEC as soon as practical thereafterthereafter (including filing a request for acceleration of effectiveness of such Registration Statement to a time and date not later than twenty-four (24) hours after the submission of such request or such later time as the SEC shall require). To If permitted under the extent requested by the Initiating HoldersSecurities Act, the such Registration Statement shall be one that is automatically effective upon filing. The Demand Registration Statement shall allow the offer and sale of the Registrable Securities Shares on a continuous basis pursuant to Rule 415 under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act Law and the rules thereunder.

Right to Request Registration. Subject to the provisions hereofof this Agreement, at any time the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, the Investor may request that the Company register (a Holder may “Registration”) for public resale by the Investor all or any portion of the Registrable Securities held by the Investor; provided, however, that immediately upon execution of this Agreement, the Investor shall be deemed to have requested that the Company register all of the Company Shares issued to the Investor pursuant to the terms of the Investment Agreement on an S-3 Shelf Registration Statement (the “Initial Registration Request”). Upon such request, and subject to Sections 4 and 6, the Company shall use reasonable best efforts (i) to, at any time when the Company is eligible to use Form S-3, file an S-3 Shelf Registration Statement (or any amendment or supplement thereto) covering the number of Registrable Securities specified in such request registration under the Securities Act for public resale in accordance with the method of all, but not less than all, disposition specified in such request within 15 Business Days after the date of the Registrable Securities then-held by the applicable Holder(sInvestor’s written request therefor; (ii) (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f) and Sections 4 and 5 below, if the Company shall (i) is not eligible to file an S-3 Shelf Registration Statement, to file a Registration Statement (other than an S-3 Shelf Registration Statement) registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(b) (a “Demand Registration Statement”) within forty-five (45) days 20 Business Days after the Initiating Holders’ date of the Investor’s request therefor therefor; and (iiiii) use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practical practicable thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 If permitted under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow be one that is automatically effective upon filing. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to (i) effect a Registration pursuant to this Section 2(a) within 120 days after the effective date of a previous Registration; (ii) to effect a Registration pursuant to this Section 2(a) unless the request is for a number of Registrable Securities with a market value that is equal to at least $100,000 as of the date of such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderrequest; or (iii) to effect more than five Registrations pursuant to this Section 2(a).

Right to Request Registration. Subject to So long as the provisions hereof, at any time the Company does not have an effective Shelf Registration Statement covering all with respect to the Registrable Securities, the Holders of at least twenty percent (20%) of the then-outstanding number of Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until (the Termination Date, a Holder “Demand Holders”) may at any time request registration under the Securities Act for resale of all, but not less than all, all or part of the their Registrable Securities then-held by the applicable Holder(s) with an anticipated aggregate offering price of at least $50 million at any time and from time to time (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(fWithin seven (7) and Sections 4 and 5 belowBusiness Days after receipt of any such request for Demand Registration, the Company shall (igive written notice of such request to all other Holders of Registrable Securities, if any, and shall, subject to the provisions of Section 2(d)(i) file a Registration Statement registering for resale hereof, include in such registration the number of Registrable Securities as requested of such Holder up to an amount in proportion to the Registrable Securities of the Demand Holders that are to be so registered pursuant included in the Demand Registration and with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice; provided, that to the extent such other Holders wish to include additional Registrable Securities held by such Holders in the Demand Registration in excess of their allotted proportion, such other Holders may request, within the same five (5) Business Day notice period outlined above, that the Demand Holders consider including such additional shares as Registrable Securities. Upon receipt of such notice, and subject to Section 2(d)(i), the Demand Holders may elect to include or exclude such additional Registrable Securities from the Underwritten Offering in their sole and absolute discretion. The Company shall use its reasonable best efforts to file with the Commission following receipt of any such request for Demand Registration (but in no event more than thirty (30) days following receipt of such request) one or more registration statements with respect to all such Registrable Securities with respect to which the Company has received written requests for inclusion therein in accordance with this Section 2(b) paragraph under the Securities Act (a the “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) ). The Company shall use commercially its reasonable best efforts to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practical thereafterpracticable after the filing thereof. To The Demand Registration Statement shall be on an appropriate form and the extent requested Registration Statement and any form of Prospectus included therein (or Prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders of shares registered on such Registration Statement may from time to time notify the Company. Following the receipt by the Initiating HoldersCompany of any request for Demand Registration, subject to Section 2(d)(i), all of the Registrable Securities of any Holder electing to register Registrable Securities in accordance with this paragraph shall be included in the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act, unless without any further action by any Holder. The Demand Holders may cause the Company is not eligible to use postpone or withdraw the filing or the effectiveness of a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderat any time in their sole discretion.

Right to Request Registration. Subject to So long as the provisions hereof, at any time the Company does not have an effective Shelf Registration Statement covering all with respect to the Registrable Securities is not effectivefollowing the Effectiveness Deadline, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, a Holder Holders of at least fifty percent (50%) of the Registrable Securities then held by all Holders (the “Demand Holders”) may at any time request registration under the Securities Act for resale of all, but not less than all, all or part of their Registrable Securities with an anticipated aggregate offering price in excess of the Registrable Securities then-held by the applicable Holder(s) Minimum Amount at any time and from time to time (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(fWithin seven (7) and Sections 4 and 5 belowBusiness Days after receipt of any such request for Demand Registration, the Company shall (igive written notice of such request to each other Holder of Registrable Securities, if any, and shall, subject to the provisions of Section 2(d)(i) file a Registration Statement registering for resale hereof, include in such number registration up to the pro rata share of Registrable Securities as requested of each such Holder based on the percentage Registrable Securities owned by the Demand Holders that are to be so registered pursuant included in the Demand Registration and with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice; provided, that to the extent such other Holders wish to include additional Registrable Securities held by such Holders in the Demand Registration in excess of their allotted proportion, such other Holders may request, within the same five (5) Business Day notice period outlined above, that the Demand Holders consider including such additional shares as Registrable Securities. Upon receipt of such notice, and subject to Section 2(d)(i), the Demand Holders may elect to include or exclude such additional Registrable Securities from the Demand Registration in their sole and absolute discretion. The Company shall use its reasonable best efforts to file with the Commission following receipt of any such request for Demand Registration (but in no event more than thirty (30) calendar days following receipt of such request) one or more registration statements with respect to all such Registrable Securities with respect to which the Company has received written requests for inclusion therein in accordance with this Section 2(b) paragraph under the Securities Act (a the “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) ). The Company shall use commercially its reasonable best efforts to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practical thereafterpracticable after the filing thereof. To The Demand Registration Statement shall be on an appropriate form and the extent requested Registration Statement and any form of Prospectus included therein (or Prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Demand Holders may from time to time notify the Company. Subject to the foregoing and to Section 2(d)(i), following the receipt by the Initiating HoldersCompany of any request for Demand Registration, all of the Registrable Securities of the Demand Holders shall be included in the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on without any further action by any Holder. The Demand Holders who have requested a continuous basis pursuant to Rule 415 under the Securities Act, unless Demand Registration may cause the Company is not eligible to use postpone or withdraw the filing or the effectiveness of such Demand Registration at any time in their sole discretion. In no event shall a form which allows such offer and sale Demand Holder be identified as a statutory underwriter in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted unless requested by the Securities Act and Commission; provided that if the rules thereunderCommission requests that a Demand Holder be identified as a statutory underwriter in the Demand Registration Statement, such Demand Holder will have an opportunity to withdraw from the Demand Registration Statement.

Right to Request Registration. Subject So long as the Company does not have an effective Registration Statement permitting the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) with respect to the provisions hereofRegistrable Securities, the Holders of at any time least twenty percent (20%) of the Shelf Registration Statement covering all then-outstanding number of Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until (the Termination Date, a Holder “Demand Holders”) may at any time request registration under the Securities Act for resale of all, but not less than all, all or part of the their Registrable Securities then-held by the applicable Holder(s) at any time and from time to time (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(fWithin seven (7) and Sections 4 and 5 belowBusiness Days after receipt of any such request for Demand Registration, the Company shall (i) file a Registration Statement registering for resale give written notice of such number request to each other Holder of Registrable Securities, if any, and shall include in such registration up to the pro rata share of Registrable Securities as requested of each such Holder based on the percentage of Registrable Securities owned by the Demand Holders that are to be so registered pursuant included in the Demand Registration and with respect to this Section 2(bwhich the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice; provided, that to the extent such other Holders wish to include additional Registrable Securities held by such Holders in the Demand Registration in excess of their allotted proportion, such other Holders may request, within the same five (5) Business Day notice period outlined above, that the Demand Holders consider including such additional shares as Registrable Securities. Upon receipt of such notice, the Demand Holders may elect to include or exclude such additional Registrable Securities from the Demand Registration their sole and absolute discretion. The Company shall use its reasonable best efforts to file with the Commission following receipt of any such request for Demand Registration (but in no event more than thirty (30) days following receipt of such request) (a the “Filing Deadline”) one or more registration statements with respect to all such Registrable Securities with respect to which the Company has received written requests for inclusion therein in accordance with this paragraph under the Securities Act (the “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) ). The Company shall use commercially its reasonable best efforts to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practical thereafter. To practicable after the extent requested filing thereof, but in any event no later than the earlier of (i) ninety (90) days (or one hundred and twenty (120) days if the Commission notifies the Company that it will “review” the Demand Registration Statement) after the Filing Deadline and (ii) the fifth (5th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Initiating HoldersCommission that such Demand Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). The Demand Registration Statement shall be on an appropriate form and the Registration Statement and any form of Prospectus included therein (or Prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders of shares registered on such Registration Statement may from time to time notify the Company. Subject to the foregoing, following the receipt by the Company of any request for Demand Registration, all of the Registrable Securities of any Holder electing to register Registrable Securities in accordance with this paragraph shall be included in the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on without any further action by any Holder. The Demand Holders who have requested a continuous basis pursuant to Rule 415 under the Securities Act, unless Demand Registration may cause the Company is not eligible to use a form which allows postpone or withdraw the filing or the effectiveness of such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderat any time in their sole discretion.

Right to Request Registration. Subject to the provisions hereof, at any time the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, a Holder may at any time request registration under the Securities Act for resale of all, but not less than all, of the Registrable Securities then-held by the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f) and Sections 4 and 5 below, the Company shall (i) file a Registration Statement registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(b) (a “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practical thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunder.. ​

Right to Request Registration. Subject to So long as the provisions hereof, at any time the Company does not have an effective Shelf Registration Statement covering all with respect to the Registrable Securities is not effectivefollowing the Effectiveness Deadline, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, a Holder Holders of at least fifty percent (50%) of the Registrable Securities held by all Holders immediately following the issuance of Common Stock pursuant to the Purchase Agreement (the “Demand Holders”) may at any time request registration under the Securities Act for resale of all, but not less than all, all or part of their Registrable Securities with an anticipated aggregate offering price in excess of the Registrable Securities then-held by the applicable Holder(s) Holders’ Minimum Amount at any time and from time to time (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(fWithin seven (7) and Sections 4 and 5 belowBusiness Days after receipt of any such request for Demand Registration, the Company shall (igive written notice of such request to each other Holder of Registrable Securities, if any, and shall, subject to the provisions of Section 2(d)(i) file a Registration Statement registering for resale hereof, include in such number registration up to the pro rata share of Registrable Securities as requested of each such Holder based on the percentage Registrable Securities owned by the Demand Holders that are to be so registered pursuant included in the Demand Registration and with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice; provided, that to the extent such other Holders wish to include additional Registrable Securities held by such Holders in the Demand Registration in excess of their allotted proportion, such other Holders may request, within the same five (5) Business Day notice period outlined above, that the Demand Holders consider including such additional shares as Registrable Securities. Upon receipt of such notice, and subject to Section 2(d)(i), the Demand Holders may elect to include or exclude such additional Registrable Securities from the Demand Registration in their sole and absolute discretion. The Company shall use its reasonable best efforts to file with the Commission following receipt of any such request for Demand Registration (but in no event more than thirty (30) calendar days following receipt of such request) one or more registration statements with respect to all such Registrable Securities with respect to which the Company has received written requests for inclusion therein in accordance with this Section 2(b) paragraph under the Securities Act (a the “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) ). The Company shall use commercially its reasonable best efforts to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practical thereafterpracticable after the filing thereof. To The Demand Registration Statement shall be on an appropriate form and the extent requested Registration Statement and any form of Prospectus included therein (or Prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders of shares registered on such Registration Statement may from time to time notify the Company. Subject to the foregoing and to Section 2(d)(i), following the receipt by the Initiating HoldersCompany of any request for Demand Registration, all of the Registrable Securities of any Holder electing to register Registrable Securities in accordance with this paragraph shall be included in the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on without any further action by any Holder. The Demand Holders who have requested a continuous basis pursuant to Rule 415 under the Securities Act, unless Demand Registration may cause the Company is not eligible to use postpone or withdraw the filing or the effectiveness of such Demand Registration at any time in their sole discretion. In no event shall a form which allows such offer and sale Demand Holder be identified as a statutory underwriter in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted unless requested by the Securities Act and Commission; provided that if the rules thereunderCommission requests that such Demand Holder be identified as a statutory underwriter in the Demand Registration Statement, the Holder will have an opportunity to withdraw from the Demand Registration Statement.

Right to Request Registration. Subject to the provisions hereof, at any time the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, a Holder may at any time request registration under the Securities Act for resale of allRegistrable Securities reasonably expected, but not less in good faith, to have an aggregate offering price of more than all$15,000,000, net of selling expenses, or a lesser amount if such Registrable Securities constitute all of the Registrable Securities then-held by the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f) and Sections 4 and 5 below, the Company shall (i) file a Registration Statement registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(b) (a “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practical thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunder.

Right to Request Registration. Subject to So long as the provisions hereof, at any time the Company does not have an effective Shelf Registration Statement covering all with respect to the Registrable Securities, the Holders of at least twenty percent (20%) of the then-outstanding number of Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until (the Termination Date, a Holder “Demand Holders”) may at any time request registration under the Securities Act for resale of all, but not less than all, all or part of the their Registrable Securities then-held with an 1 Equal to the Purchase Price (as defined in the Purchase Agreement by and between the applicable Holder(s) Company and the Holders). anticipated aggregate offering price of at least $[•]2 at any time and from time to time (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(fWithin seven (7) and Sections 4 and 5 belowBusiness Days after receipt of any such request for Demand Registration, the Company shall (i) file a Registration Statement registering for resale give written notice of such number request to each other Holder of Registrable Securities, if any, and shall, subject to the provisions of Section 2(d)(i) hereof, include in such registration up to the pro rata share Registrable Securities as requested of each such Holder based on the percentage Registrable Securities owned by the Demand Holders that are to be so registered pursuant included in the Demand Registration and with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice; provided, that to the extent such other Holders wish to include additional Registrable Securities held by such Holders in the Demand Registration in excess of their allotted proportion, such other Holders may request, within the same five (5) Business Day notice period outlined above, that the Demand Holders consider including such additional shares as Registrable Securities. Upon receipt of such notice, and subject to Section 2(d)(i), the Demand Holders may elect to include or exclude such additional Registrable Securities from the Demand Registration their sole and absolute discretion. The Company shall use its reasonable best efforts to file with the Commission following receipt of any such request for Demand Registration (but in no event more than thirty (30) days following receipt of such request) one or more registration statements with respect to all such Registrable Securities with respect to which the Company has received written requests for inclusion therein in accordance with this Section 2(b) paragraph under the Securities Act (a the “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) ). The Company shall use commercially its reasonable best efforts to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practical thereafterpracticable after the filing thereof. To The Demand Registration Statement shall be on an appropriate form and the extent requested Registration Statement and any form of Prospectus included therein (or Prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders of shares registered on such Registration Statement may from time to time notify the Company. Subject to the foregoing and to Section 2(d)(i), following the receipt by the Initiating HoldersCompany of any request for Demand Registration, all of the Registrable Securities of any Holder electing to register Registrable Securities in accordance with this paragraph shall be included in the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on without any further action by any Holder. The Demand Holders who have requested a continuous basis pursuant to Rule 415 under the Securities Act, unless Demand Registration may cause the Company is not eligible to use a form which allows postpone or withdraw the filing or the effectiveness of such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderat any time in their sole discretion.

Right to Request Registration. Subject to the provisions hereof, at any time the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 4.1(m) hereof, and until the Termination Dateexpiration of the Effectiveness Period, a Holder may at any time request registration under the Securities Act for resale of all, but not less than all, of the Registrable Securities then-held by the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f2.7 and Section 4.1(m) and Sections 4 and 5 below, the Company shall (i) file a Registration Statement registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(b) 2.3 (a “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practical thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunder.

Right to Request Registration. Subject to the provisions hereof, at any time the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, each Investor or any group of Investors shall have the right to make requests in writing (each, a Holder “Request”) (which Request shall specify the Registrable Shares intended to be disposed and the intended method of distribution thereof) that the Company register all or part of the Registrable Shares held by such Investor(s) on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or Form S-3 or any similar short-form registration (“Short-Form Registrations”), if available, provided that, in either case, the number of Registrable Shares included in the Request (i) would, if fully sold, yield gross proceeds to the Investor(s) making the Request of at least $75,000,000 (based on the then-current market prices) or (ii) consists of all Registrable Shares then owned by the Investor. The Investor(s) making any Request shall send a copy of such Request to the other Investors at the same time as it is sent to the Company, and each other Investor may at any time elect to include Registrable Shares owned by it in the same registration by providing written notice of such election to the Company and the Investor(s) making the Request within ten (10) days of receiving the Request (which notice shall specify the Registrable Shares intended to be included). All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” Each Investor may request that the registration be made pursuant to Rule 415 under the Securities Act for resale of all, but not less than all, of the Registrable Securities then-held by the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating HoldersS-3 Shelf Registration”). Subject to Section 2(f) and Sections 4 and 5 belowand, if the Company shall (i) file is a WKSI at the time any request for a Registration Statement registering for resale such number of Registrable Securities as requested to be so registered is submitted pursuant to this Section 2(b2(a) (a “Demand Registration Statement”) within forty-five to the Company, that such S-3 Shelf Registration be an automatic shelf registration statement (45as defined in Rule 405 under the Securities Act) days after (an “Automatic Shelf Registration Statement”). The Company shall file such Registration Statement as promptly as practicable, but no later than the Initiating Holders’ request therefor applicable Filing Deadline, and (ii) shall use commercially reasonable its best efforts to cause such Demand the Registration Statement to be declared effective by the SEC as soon as practical thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 or otherwise become effective under the Securities ActAct as promptly as practicable but, unless in any event, no later than the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderEffectiveness Deadline.

Right to Request Registration. Subject to So long as the provisions hereof, at any time the Company does not have an effective Shelf Registration Statement covering all with respect to the Registrable Securities, the Holders of at least twenty percent (20%) of the then-outstanding number of Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until (the Termination Date, a Holder “Demand Holders”) may at any time request registration under the Securities Act for resale of all, but not less than all, all or part of the their Registrable Securities then-held by the applicable Holder(s) with an anticipated aggregate offering price of at least $[●] at any time and from time to time (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(fWithin seven (7) and Sections 4 and 5 belowBusiness Days after receipt of any such request for Demand Registration, the Company shall (i) file a Registration Statement registering for resale give written notice of such number request to each other Holder of Registrable Securities, if any, and shall, subject to the provisions of Section 2(d)(i) hereof, include in such registration up to the pro rata share Registrable Securities as requested of each such Holder based on the percentage Registrable Securities owned by the Demand Holders that are to be so registered pursuant included in the Demand Registration and with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice; provided, that to the extent such other Holders wish to include additional Registrable Securities held by such Holders in the Demand Registration in excess of their allotted proportion, such other Holders may request, within the same five (5) Business Day notice period outlined above, that the Demand Holders consider including such additional shares as Registrable Securities. Upon receipt of such notice, and subject to Section 2(d)(i), the Demand Holders may elect to include or exclude such additional Registrable Securities from the Demand Registration their sole and absolute discretion. The Company shall use its reasonable best efforts to file with the Commission following receipt of any such request for Demand Registration (but in no event more than thirty (30) days following receipt of such request) one or more registration statements with respect to all such Registrable Securities with respect to which the Company has received written requests for inclusion therein in accordance with this Section 2(b) paragraph under the Securities Act (a the “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) ). The Company shall use commercially its reasonable best efforts to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practical thereafterpracticable after the filing thereof. To The Demand Registration Statement shall be on an appropriate form and the extent requested Registration Statement and any form of Prospectus included therein (or Prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders of shares registered on such Registration Statement may from time to time notify the Company. Subject to the foregoing and to Section 2(d)(i), following the receipt by the Initiating HoldersCompany of any request for Demand Registration, all of the Registrable Securities of any Holder electing to register Registrable Securities in accordance with this paragraph shall be included in the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on without any further action by any Holder. The Demand Holders who have requested a continuous basis pursuant to Rule 415 under the Securities Act, unless Demand Registration may cause the Company is not eligible to use a form which allows postpone or withdraw the filing or the effectiveness of such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderat any time in their sole discretion.

Right to Request Registration. Subject to the provisions hereof, at any time following the expiration of the Standstill/Lock-up Period (unless earlier consented to in writing by the Company pursuant to the Warrant) that the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, a Holder may at any time request registration under the Securities Act for resale of allRegistrable Securities reasonably expected, but not less in good faith, to have an aggregate offering price of more than all$7,500,000, net of selling expenses, or a lesser amount if such Registrable Securities constitute all of the Registrable Securities then-held by the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f) and Sections 4 and 5 below, the Company shall (i) file a Registration Statement registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(b) (a “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practical thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunder.

Right to Request Registration. Subject to After the provisions hereoftwelve (12) month anniversary of the closing of the IPO, at any time the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, a Holder or Holders (“Initiating Holders”) may at any time request registration under the Securities Act for resale of all, but not less than all, all or part of the Registrable Securities then-held by the applicable Holder(s) Shares (a “Demand Registration” ”) with an anticipated aggregate offering price of at least $4,000,000 at any time and each Holder who properly initiates from time to time. Within ten (10) Business Days after receipt of any such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f) and Sections 4 and 5 belowfor Demand Registration, the Company shall (i) file a Registration Statement registering for resale give written notice of such number request to all other Holders of Registrable Shares, if any, and shall, subject to the provisions of Section 2(b)(iii) hereof, include in such registration all such Registrable Shares with respect to which the Company has received written requests for inclusion therein within twenty (20) Business Days after the receipt of the Company’s notice. The Company agrees to use commercially reasonable efforts to file with the Commission following receipt of any such request for Demand Registration one or more registration statements with respect to the Registrable Shares under the Securities as requested to be so registered pursuant to this Section 2(b) Act (a the “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) ). The Company will use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practical thereafterpracticable after the filing thereof. To The Demand Registration Statement shall be on an appropriate form and the extent requested Registration Statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders may from time to time notify the Company. Following the receipt by the Initiating HoldersCompany of any request for Demand Registration, subject to Section 2(b)(ii), all of the Registrable Shares of any Holder shall be included in the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted without any further action by the Securities Act and the rules thereunderany Holder.

Right to Request Registration. Subject to the provisions hereofSection 2(d), at any time after the Shelf Registration Statement covering all Registrable Securities earlier of (i) the date that is not effectivethirty (30) months from the date of the Closing and (ii) six (6) months after the occurrence of an Initial Public Offering, other than as permitted in accordance with Section 4 hereofupon the written request of any Principal Holder (the “Initiating Holder”), and until the Termination Date, a such Initiating Holder may at any time request that the Bank effect the registration under the Securities Act for resale of all, but not less than all, all or part of the Registrable Securities then-Common Stock held by the applicable Holder(s) such Initiating Holder (a “Demand Registration” and each Holder who properly initiates such ”), which written request shall be referred specify the intended method or methods of disposition of such Registrable Common Stock. The Bank shall use its reasonable best efforts to individually promptly, and in any event (1) in the case of a Demand Registration that is an Initial Public Offering, not later than six (6) months after receipt of such request, or (2) in the case of any other Demand Registration, not later than thirty (30) days after receipt of such request, file a registration statement on any applicable form that is then available to (and as an “determined by, subject to good faith consultation with the Initiating Holder” ) the Bank under the Securities Act, and collectively to cause such registration statement to be declared effective as the “Initiating Holders”)promptly as practicable after receipt of such request. Subject to Section 2(f) and Sections 4 and 5 belowIn connection with any Demand Registration, the Company shall (i) file Initiating Holder thereof may elect that the Bank effect such registration by filing a Registration Statement registering for resale such number of Registrable registration statement under the Securities as requested to be so registered pursuant to this Section 2(b) Act (a “Demand Shelf Registration Statement”) within forty-five (45) days after which provides for the Initiating Holders’ request therefor and (ii) use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practical thereafter. To the extent requested sale by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale Holder of the its Registrable Securities Common Stock from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, unless which registration statement shall provide for the Company disposition of Registrable Common Stock pursuant to such distribution methods as the Initiating Holder set forth in the written request therefor (the “Shelf Option”); provided, that the Bank is not eligible to use register securities on a form which allows delayed or continuous basis pursuant to Rule 415 under the Securities Act. Each request for registration shall specify the approximate number of shares of Registrable Common Stock requested to be registered. Upon the receipt of a request for a Demand Registration, the Bank promptly shall give written notice of such offer and sale in which case the proposed Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderintended method of disposition stated in the request for such Demand Registration to all Holders other than the Initiating Holder and, subject to the terms of this Agreement, shall include in such Demand Registration (and in all related registrations and qualifications under state “blue sky” laws or in compliance with other registration requirements and in any related underwriting) all Registrable Common Stock of the Holders with respect to which the Bank has received written requests for inclusion therein (which requests, to be effective, shall contain a consent to the intended method of disposition included in the request for such Demand Registration) within fifteen (15) calendar days after the delivery of such notice.

Right to Request Registration. Subject to the provisions hereof, at any time the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 4.1(m) hereof, and until the Termination Dateexpiration of the Effectiveness Period, a Holder may at any time request registration under the Securities Act for resale of all, but not less than all, of the Registrable Securities then-held by the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f2.7 and Section 4.1(m) and Sections 4 and 5 below, the Company shall (i) file a Registration Statement registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(b) 2.3 (a “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practical thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunder.

Right to Request Registration. Subject to the provisions hereofof this Agreement, on the date of the final payment of any GARB Deferred Consideration, GARB, LLC as representative of Seller and the Permitted Transferees (Permitted Transferees shall not have the ability to request the Registration under this Section 2(b)) may request that Purchaser register (the “Registration”) for public resale by Seller and the Permitted Transferees all or any portion of the Registrable Securities held by the Seller and the Permitted Transferees not otherwise covered by a Registration Statement. Upon such request, and subject to Sections 4 and 6 and the last sentence of this Section, Purchaser shall use reasonable best efforts (i) to, at any time the when Purchaser is eligible to use Form S-3, file an S-3 Shelf Registration Statement (or any amendment or supplement thereto) covering all the number of Registrable Securities is not effective, other than as permitted specified in accordance with Section 4 hereof, and until the Termination Date, a Holder may at any time such request registration under the Securities Act for public resale in accordance with the method of all, but not less than all, of the Registrable Securities then-held by the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates disposition specified in such request shall be referred within 15 Business Days after the date of GARB, LLC’s written request therefor; (ii) if Purchaser is not eligible to individually as file an “Initiating Holder” and collectively as the “Initiating Holders”). Subject S-3 Shelf Registration Statement, to Section 2(f) and Sections 4 and 5 below, the Company shall (i) file a Registration Statement (other than an S-3 Shelf Registration Statement) registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(b) (a “Demand Registration Statement”) within forty-five (45) days 30 Business Days after the Initiating Holders’ date of GARB, LLC’s request therefor therefor; and (iiiii) use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practical practicable thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 If permitted under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderbe one that is automatically effective upon filing.

Right to Request Registration. Subject to So long as the provisions hereof, at any time the Company does not have an effective Shelf Registration Statement covering all with respect to the Registrable Securities is not effectiveShares, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, a Holder may at any time request registration under the Securities Act for resale of all, but not less than all, all or part of the its Registrable Securities then-held by the applicable Holder(s) Shares (a “Demand Registration” ”) with an anticipated aggregate offering price of at least $10.0 million at any time and each Holder who properly initiates from time to time. Within ten (10) Business Days after receipt of any such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f) and Sections 4 and 5 belowfor Demand Registration, the Company shall (igive written notice to any securityholder with contractual rights to include shares in a Demand Registration Statement, if any, and shall, subject to the provisions of Section 2(b)(iii) file a Registration Statement registering for resale hereof, include in such number registration all such Registrable Shares of Registrable Securities as requested to be so registered Mayflower pursuant to this Section 2(bthe written contractual registration rights of Mayflower, with respect to which the Company has received written requests for inclusion therein within seven (7) Business Days after the receipt of the Company’s notice. The Company shall use commercially reasonable best efforts to file with the Commission following receipt of any such request for Demand Registration one or more registration statements with respect to the Registrable Shares under the Securities Act (a the “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) ). The Company shall use commercially reasonable best efforts to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practical thereafterpracticable after the filing thereof. To The Demand Registration Statement shall be on an appropriate form and the extent requested Registration Statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders may from time to time notify the Company. Following the receipt by the Initiating HoldersCompany of any request for Demand Registration, subject to Section 2(b)(ii), all of the Registrable Shares of any Holder shall be included in the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted without any further action by the Securities Act and the rules thereunderany Holder.

Right to Request Registration. Subject to So long as the provisions hereof, at any time the Company does not have an effective Shelf Registration Statement covering all with respect to the Registrable Securities is not effectivefollowing the Effectiveness Deadline, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, a Holder Holders of at least fifty percent (50%) of the Registrable Securities held by all Holders immediately following the issuance of Common Stock pursuant to the Purchase Agreement (the “Demand Holders”) may at any time request registration under the Securities Act for resale of all, but not less than all, all or part of their Registrable Securities with an anticipated aggregate offering price in excess of the Registrable Securities then-held by the applicable Holder(s) Holders’ Minimum Amount at any time and from time to time (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(fWithin seven (7) and Sections 4 and 5 belowBusiness Days after receipt of any such request for Demand Registration, the Company shall (i) file a Registration Statement registering for resale give written notice of such number request to each other Holder of Registrable Securities, if any, and shall, subject to the provisions of Section 2(d)(i) hereof, include in such registration up to the pro rata share Registrable Securities as requested of each such Holder based on the percentage Registrable Securities owned by the Demand Holders that are to be so registered pursuant included in the Demand Registration and with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice; provided, that to the extent such other Holders wish to include additional Registrable Securities held by such Holders in the Demand Registration in excess of their allotted proportion, such other Holders may request, within the same five (5) Business Day notice period outlined above, that the Demand Holders consider including such additional shares as Registrable Securities. Upon receipt of such notice, and subject to Section 2(d)(i), the Demand Holders may elect to include or exclude such additional Registrable Securities from the Demand Registration in their sole and absolute discretion. The Company shall use its reasonable best efforts to file with the Commission following receipt of any such request for Demand Registration (but in no event more than thirty (30) days following receipt of such request) one or more registration statements with respect to all such Registrable Securities with respect to which the Company has received written requests for inclusion therein in accordance with this Section 2(b) paragraph under the Securities Act (a the “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) ). The Company shall use commercially its reasonable best efforts to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practical thereafterpracticable after the filing thereof. To The Demand Registration Statement shall be on an appropriate form and the extent requested Registration Statement and any form of Prospectus included therein (or Prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders of shares registered on such Registration Statement may from time to time notify the Company. Subject to the foregoing and to Section 2(d)(i), following the receipt by the Initiating HoldersCompany of any request for Demand Registration, all of the Registrable Securities of any Holder electing to register Registrable Securities in accordance with this paragraph shall be included in the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on without any further action by any Holder. The Demand Holders who have requested a continuous basis pursuant to Rule 415 under the Securities Act, unless Demand Registration may cause the Company is not eligible to use a form which allows postpone or withdraw the filing or the effectiveness of such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderat any time in their sole discretion.

Right to Request Registration. Subject to So long as the provisions hereof, at any time the Company does not have an effective Shelf Registration Statement covering all with respect to the Registrable Securities, the Holders of at least twenty percent (20%) of the then-outstanding number of Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until (the Termination Date, a Holder “Demand Holders”) may at any time request registration under the Securities Act for resale of all, but not less than all, all or part of the their Registrable Securities then-held by the applicable Holder(s) with an anticipated aggregate offering price of at least $[•] at any time and from time to time (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(fWithin seven (7) and Sections 4 and 5 belowBusiness Days after receipt of any such request for Demand Registration, the Company shall (i) file a Registration Statement registering for resale give written notice of such number request to each other Holder of Registrable Securities, if any, and shall, subject to the provisions of Section 2(d)(i) hereof, include in such registration up to the pro rata share Registrable Securities as requested of each such Holder based on the percentage Registrable Securities owned by the Demand Holders that are to be so registered pursuant included in the Demand Registration and with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice; provided, that to the extent such other Holders wish to include additional Registrable Securities held by such Holders in the Demand Registration in excess of their allotted proportion, such other Holders may request, within the same five (5) Business Day notice period outlined above, that the Demand Holders consider including such additional shares as Registrable Securities. Upon receipt of such notice, and subject to Section 2(d)(i), the Demand Holders may elect to include or exclude such additional Registrable Securities from the Demand Registration their sole and absolute discretion. The Company shall use its reasonable best efforts to file with the Commission following receipt of any such request for Demand Registration (but in no event more than thirty (30) days following receipt of such request) one or more registration statements with respect to all such Registrable Securities with respect to which the Company has received written requests for inclusion therein in accordance with this Section 2(b) paragraph under the Securities Act (a the “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) ). The Company shall use commercially its reasonable best efforts to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practical thereafterpracticable after the filing thereof. To The Demand Registration Statement shall be on an appropriate form and the extent requested Registration Statement and any form of Prospectus included therein (or Prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders of shares registered on such Registration Statement may from time to time notify the Company. Subject to the foregoing and to Section 2(d)(i), following the receipt by the Initiating HoldersCompany of any request for Demand Registration, all of the Registrable Securities of any Holder electing to register Registrable Securities in accordance with this paragraph shall be included in the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on without any further action by any Holder. The Demand Holders who have requested a continuous basis pursuant to Rule 415 under the Securities Act, unless Demand Registration may cause the Company is not eligible to use a form which allows postpone or withdraw the filing or the effectiveness of such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderat any time in their sole discretion.

Right to Request Registration. Subject to the other provisions hereofof this Section 2, at any time that is (i) in the Shelf Registration Statement covering all Registrable Securities is not effectivecase of any Principal Holder, other than as permitted six (6) months after the earlier of (A) the occurrence of an Initial Public Offering and (B) the effective date of an IPO Demand Registration, or (ii) solely in accordance with Section 4 hereofthe case of Shareholder 1 or Shareholder 2, and until following the Termination Datesecond (2nd) anniversary of the date of this Agreement but prior to the consummation of an Initial Public Offering, a upon the written request of any Principal Holder (such Principal Holder, whether pursuant to clause (i) or clause (ii) above, the “Initiating Holder”), such Initiating Holder may at any time request that the Company effect the registration under the Securities Act for resale of all, but not less than all, all or part of the Registrable Securities then-Common Shares held by the applicable Holder(ssuch Initiating Holder (any such registration requested by any Principal Holder pursuant to clause (i) or (ii) above, a “Demand Registration,” and each Holder who properly initiates any such registration requested by Shareholder 1 or Shareholder 2 pursuant to clause (ii) above, an “IPO Demand Registration”), which written request shall specify the intended method(s) of disposition of such Registrable Common Shares. The Company shall use its reasonable best efforts to cause the Registration Statement relating to such Demand Registration to be referred to individually as declared effective under the Securities Act no later than ninety (90) days (or, in the case of an “Initiating Holder” and collectively as IPO Demand Registration, one hundred thirty five (135) days) following the “Initiating Holders”)date such demand is made. Subject to Section 2(f) and Sections 4 and 5 belowIn connection with any Demand Registration, the Initiating Holder thereof may elect that the Company shall (i) file effect such registration by filing a Registration Statement registering for resale such number of Registrable under the Securities as requested to be so registered pursuant to this Section 2(b) Act (a “Demand Shelf Registration Statement”) within forty-five (45) days after which provides for the Initiating Holders’ request therefor and (ii) use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practical thereafter. To the extent requested sale by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale Holder of the its Registrable Securities Common Shares from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, unless which Registration Statement shall provide for the disposition of Registrable Common Shares pursuant to such distribution methods as the Initiating Holder set forth in the written request therefor (the “Shelf Option”); provided that the Company is not then eligible to use register securities on a form delayed or continuous basis pursuant to Rule 415 under the Securities Act. Each request for registration shall specify the approximate number of Registrable Common Shares requested to be registered. Upon the receipt of a request for a Demand Registration, the Company promptly shall give written notice of such proposed Demand Registration and the intended method(s) of disposition stated in the request for such Demand Registration to all Holders other than the Initiating Holder and, subject to the terms of this Agreement, shall include in such Demand Registration (and in all related registrations and qualifications under state “blue sky” laws or in compliance with other registration requirements and in any related underwriting) all Registrable Common Shares of the Holders with respect to which allows the Company has received written requests for inclusion therein (which requests, to be effective, shall contain a consent to the intended method(s) of disposition included in the request for such offer and sale Demand Registration) within fifteen (15) days after the delivery of such notice. The Initiating Holder of any IPO Demand Registration may request in its demand for an IPO Demand Registration that, in connection therewith, the Company complete a Qualifying IPO, in which case the Demand Registration Statement Company shall allow use reasonable best efforts to complete such offer Qualifying IPO, including issuing and resale selling such number of Common Shares as the managing underwriter(s) advise is reasonably necessary for so long a period as permitted by the Securities Act and successful marketing of the rules thereunderQualifying IPO.

Right to Request Registration. Subject to the provisions hereof, at any time the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 4.1(m) hereof, and until the Termination Datefor so long as a Holder holds any Registrable Securities, a such Holder may at any time request registration under the Securities Act for resale of all, but not less than all, of the Registrable Securities then-held by the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f2.5 and Section 4.1(m) and Sections 4 and 5 below, the Company shall (i) file a Registration Statement registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(b) 2.2 (a “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC Commission as soon as practical thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunder.

Right to Request Registration. Subject to the provisions hereof, at any time the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until the applicable Termination Date, a Holder each Investor or any group of Investors may at any time request in writing (a “Demand”) registration for resale under the Securities Act for resale of all, but not less than all, all or part of the Registrable Securities then-held by the applicable Holder(s) Shares separate from an S-3 Shelf Registration (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”); provided, however, that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, reasonably be expected to yield gross proceeds to such Investor(s) of at least the Minimum Amount. Within seven days after receipt of a Demand, the Company shall give written notice of such Demand to any other Person that on the date a Demand is delivered to the Company is an Investor. Subject to Section 2(f2(c), the Company shall include in the Demand Registration covered by such Demand all Registrable Shares with respect to which the Company has received a written request for inclusion therein within three business days after receipt of such written notice. Subject to Section 2(d) and Sections 4 5 and 5 7 below, the Company shall use reasonable best efforts (i) to file a Registration Statement registering for resale such number of Registrable Securities Shares as requested to be so registered pursuant to this Section 2(b2(a) (a “Demand Registration Statement”) within forty-five (45) 45 days after the Initiating Holderssuch Investor(s)’ request therefor and (ii) use commercially reasonable efforts if necessary, to cause such Demand Registration Statement to be declared effective by the SEC as soon as practical thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 If permitted under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunderbe one that is automatically effective upon filing.