Common use of Right to Require Registration Clause in Contracts

Right to Require Registration. Subject to the provisions of this Paragraph 2, at any time after the date 6 months following a Qualified IPO, any Holder of 10% or more of the outstanding Common Stock (a "Demand Holder") shall have the right to require the Company to file a registration statement under the Securities Act for a public offering of all or any portion of the Registrable Securities held by such Holder when such right is exercised (the shares subject to the demand, the "Registration Demand Securities"), provided that any request for a Demand Registration (as defined below) shall not be otherwise deemed to be effective unless such request is with respect to Registrable Securities constituting at least five percent (5%) of the outstanding shares of the class of Registrable Securities. The demand registration rights granted to the Demand Holders in this Paragraph 2 are subject to the following limitations: (i) each Demand Holder may make a demand under this Paragraph 2 only two (2) times (a "Demand Registration"); (ii) the Company shall not be obligated to cause any registration statement filed under this Paragraph 2 to be declared effective less than six months after the effective date of the most recent registration statement filed by the Company on its own behalf; (iii) the managing underwriter of any such offering shall be a nationally recognized investment banking firm selected by the Company and approved by the Demand Holder making the Demand Registration (which approval shall not be unreasonably withheld); (iv) notwithstanding the giving of notice by a Demand Holder of the exercise of its right to require registration under this Paragraph 2, the Company may elect to convert such registration into a registration of shares for sale by the Company pursuant to Paragraph 1 hereof by providing notice to the Securityholders in accordance with Paragraph 1, and in such event the provisions of Paragraph 1 shall apply to such registration rather than the provisions of this Paragraph 2 and such registration shall not count as a Demand Registration; (v) during any two-year period, the Company may make a one-time election to postpone the filing or the effectiveness of a registration statement for a Demand Registration for up to six months if the Board determines, in its good faith judgment, that (x) such Demand Registration would reasonably be expected to have an adverse effect on, interfere with or delay any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction, (y) the filing of a registration statement or a sale of Registrable Securities pursuant thereto would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) the Company is unable to comply with the registration requirements of the Commission; provided, that, in such event, the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such request for Demand Registration will not count as a request for Demand Registration hereunder and the Company will pay all Registration Expenses in connection with such withdrawn registration request; and (vi) any demand under this Paragraph 2 shall be for a firm commitment underwritten offering, with respect to which the Company shall be required to maintain an effective registration statement for a maximum of 90 days.

Right to Require Registration. Subject to the provisions of this Paragraph 2, at At any time after the earlier of (a) the date 6 7 years after the date of this Agreement and (b) the date 9 months following a Qualified IPO, any Holder of 10% or more of the outstanding Common Stock (a "Demand Holder") UBS Capital shall have the right to require the Company to file a registration statement under the Securities Act (and the UBS Permitted Transferees shall have the right to participate in such a registration) for a public offering of all or any portion of the Registrable Securities shares of Series A Preferred Stock held by the UBS Group when such Holder right is exercised, or all or any portion of the shares of Common Stock either held by the UBS Group when such right is exercised or for which Warrants held by the UBS Group when such right is exercised are exercisable and/or convertible, or all or any portion of both such shares of Series A Preferred Stock and such shares of Common Stock (the such shares subject to the demand, the "Registration Demand Exhibit B to Stockholders Agreement ----------------------------------- B-2 Securities"), provided that any request for a Demand Registration (as defined below) shall not be otherwise deemed subject to be effective unless such request is with respect to Registrable Securities constituting at least five percent (5%) the provisions of the outstanding shares of the class of Registrable Securitiesthis paragraph 2. The demand registration rights granted to the Demand Holders UBS Group in this Paragraph paragraph 2 are subject to the following limitations: (i) each Demand Holder UBS Capital (on behalf of the UBS Group) may make a demand under this Paragraph paragraph 2 only two (2) times (each, a "Demand Registration"); (ii) the Company shall not be obligated to cause any registration statement filed under this Paragraph paragraph 2 to be declared effective less than six months after the effective date of the most recent registration statement filed by the Company on its own behalfbehalf or for the benefit of the Originating Partnership Group pursuant to Section 3; (iii) the managing underwriter of any such offering shall be a nationally recognized investment banking firm selected by the Company UBS Capital and approved by the Demand Holder making the Demand Registration Company (which approval shall not be unreasonably withheld); (iv) notwithstanding the giving of notice by a Demand Holder UBS Capital of the exercise of its right to require registration under this Paragraph paragraph 2, the Company may elect to convert such registration into a registration of shares for sale by the Company pursuant to Paragraph paragraph 1 hereof by providing notice to the Securityholders Stockholders in accordance with Paragraph paragraph 1, and in such event the provisions of Paragraph paragraph 1 shall apply to such registration rather than the provisions of this Paragraph paragraph 2 and such registration shall not count as a Demand Registration; (v) during any two-year period, the Company may make shall have the right exercisable only one (1) time per each request for a one-time election demand registration to postpone the filing or the effectiveness of a registration statement for a Demand Registration for up to six months if the Board determinesany registration requested pursuant to this paragraph 2 if, in its good faith judgmentthe opinion of the Board, that (x) such Demand Registration registration would reasonably be expected to have an adverse effect on, interfere with or delay any proposal or plan material transaction then being pursued by the Company or any strategic plan or material business plan adopted by the Company in advance of the registration demand; (vi) notwithstanding any other provision hereof, UBS Capital shall have the right to transfer one or both of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction, (y) the filing of a registration statement or a sale of Registrable Securities pursuant thereto would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) the Company is unable to comply with the registration requirements of the Commission; provided, that, in such event, the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such request for Demand Registration will not count as a request for Demand Registration hereunder and the Company will pay all Registration Expenses Registrations in connection with a transfer of at least 50% of the Shares owned by it at any time, each such withdrawn registration requesttransfer to be subject to the approval of the Company, such approval not to be unreasonably withheld; and (vivii) any demand under this Paragraph paragraph 2 shall be for a firm commitment underwritten offering, with respect to which the Company shall be required to maintain an effective registration statement for a maximum of 90 30 days.

Right to Require Registration. Subject to the provisions of this Paragraph 2, if, at any time after the date 6 months following first anniversary of the consummation of a Qualified IPO, any Eligible Holder (other than the Aurora Entities) is the record owner of 10% or more of the outstanding Common Stock immediately after a distribution of shares by either or both of the Aurora Entities to their limited partners (such Eligible Holder being a "Demand Holder") ), such Demand Holder shall have the right to require the Company to file a registration statement under the Securities Act for a public offering of all or any portion of the Registrable Securities held by such Holder when such right is exercised (the shares Registrable Securities to be subject to the demand, such registration being the "Demand Registration Demand Securities"), provided PROVIDED that any request demand for registration under this Paragraph 2 (a Demand "Registration (as defined belowDemand") shall not be otherwise deemed to be effective unless such request Registration Demand is with respect to Registrable Securities constituting at least five percent (5%) of the outstanding shares of the class of Registrable Securities. The demand registration rights granted to the Demand Holders in this Paragraph 2 are subject to the following limitations: : (i) each Demand Holder may make a demand Registration Demand under this Paragraph 2 only two (2) times (one time, PROVIDED, HOWEVER, that if, after completion of the resulting registered offering, such Demand Holder continues to hold 10% or more of the outstanding Common Stock or holds 10% or more of the outstanding Common Stock as the result of a "subsequent distribution of shares by either or both of the Aurora Entities to their limited partners, such Demand Registration")Holder shall have the right to make one additional Registration Demand; EXHIBIT D TO STOCKHOLDERS AGREEMENT (ii) the Company shall not be obligated to cause any registration statement filed under this Paragraph 2 to be declared effective less than six months after the effective date of the most recent registration statement filed by the Company on its own behalf; ; (iii) the managing underwriter of any such offering shall be a nationally recognized investment banking firm selected by the Company and approved by the Demand Holder making the Registration Demand Registration (which approval shall not be unreasonably withheld); ; (iv) notwithstanding the giving of notice a Registration Demand by a Demand Holder of the exercise of its right to require registration under this Paragraph 2Holder, the Company may elect to convert such the required registration into a registration of shares for sale by the Company pursuant to Paragraph 1 hereof by providing notice to the Securityholders Eligible Holders in accordance with Paragraph 1, and in such event the provisions of Paragraph 1 shall apply to such registration rather than the provisions of this Paragraph 2 and such registration shall not count as a the exercise of such Demand Registration; Holder's registration right under this Paragraph 2; (v) during any two-year period, the Company may make a one-time election to postpone the filing or the effectiveness of a registration statement for in response to a Registration Demand Registration for up to six months if the Board determines, in its good faith judgment, that (x) such Demand Registration registration would reasonably be expected to have an adverse effect on, interfere with or delay any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction, (y) the filing of a registration statement or a sale of Registrable Securities pursuant thereto would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential confidential, or (z) the Company is unable to comply with the registration requirements of the Commission; providedPROVIDED, that, in such event, the holders of Registrable Securities initially requesting such Demand Holder making the Registration Demand will be entitled to withdraw such request demand and, if such request demand is withdrawn, such request for Demand Registration demand will not count as a request for Registration Demand Registration hereunder and the Company will pay all Registration Expenses in connection with such withdrawn registration requestdemand; and and (vi) any demand Registration Demand under this Paragraph 2 shall be for a firm commitment underwritten offering, with respect to which the Company shall be required to maintain an effective registration statement for a maximum of 90 30 days.. EXHIBIT D TO STOCKHOLDERS AGREEMENT

Right to Require Registration. Subject to the provisions of this Paragraph 2, if, at any time after the date 6 months following first anniversary of the consummation of a Qualified IPO, any Eligible Holder (other than the Aurora Entities) is the record owner of 10% or more of the outstanding Common Stock immediately after a distribution of shares by either or both of the Aurora Entities to their limited partners (such Eligible Holder, so long as it continues to own 10% or more of the outstanding Common Stock, is hereinafter referred to as a "Demand 10% Holder") ), such 10% Holder shall have the right to require the Company to file a registration statement under the Securities Act for a public offering of all or any portion of the Registrable Securities held by such Holder when such right is exercised (the shares subject to the demand, the "Registration Demand Paragraph 2 Securities"), provided PROVIDED that any request demand for registration under this Paragraph 2(a) (a "Demand Registration (as defined belowDemand") shall not be otherwise deemed to be effective unless such request Demand Registration Demand is with respect to Registrable Paragraph 2 Securities constituting at least five percent (5%) of the outstanding shares of the class of Registrable Securities. The demand registration rights granted to the Demand 10% Holders in this Paragraph 2 2(a) are subject to the following limitations: : (i) each Demand 10% Holder may make a demand Demand Registration Demand under this Paragraph 2 2(a) only two (2) times (one time, PROVIDED, HOWEVER, that if, after completion of the resulting registered offering, such Person continues to be a "10% Holder or becomes a 10% Holder as the result of a subsequent distribution of shares by either or both of the Aurora Entities to their limited partners, such 10% Holder shall have the right to make one additional Demand Registration"); Registration Demand; (ii) the Company shall not be obligated to cause any registration statement filed under this Paragraph 2 2(a) to be declared effective less than six months after the effective date of the most recent registration statement filed by the Company on its own behalf; Registration; (iii) the managing underwriter of any such offering shall be a nationally recognized investment banking firm selected by the Company and approved by the Demand 10% Holder making the Demand Registration Demand (which approval shall not be unreasonably withheld); ; (iv) notwithstanding the giving of notice a Demand Registration Demand by a Demand Holder of the exercise of its right to require registration under this Paragraph 210% Holder, the Company may elect to convert such the required registration into a registration of shares for sale by the Company pursuant to Paragraph 1 hereof Registration by providing notice to the Securityholders Eligible Holders in accordance with Paragraph 1, and in such event the provisions of Paragraph 1 shall apply to such registration rather than the provisions of this Paragraph 2 and such registration shall not count as a Demand Registration; the exercise of such 10% Holder's registration right under this Paragraph 2(a); (v) during any two-year period, the Company may make a one-time election to postpone the filing or the effectiveness of a registration statement for in response to a Demand Registration Demand for up to six months if the Board determines, in its good faith judgment, that (x) such Demand Registration registration would reasonably be expected to have an adverse effect on, interfere with or delay any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction, (y) the filing of a registration statement or a sale of Registrable Securities pursuant thereto would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential confidential, or (z) the Company is unable to comply with the registration requirements of the Commission; providedPROVIDED, that, in such event, the holders of Registrable Securities initially requesting such 10% Holder making the Demand Registration Demand will be entitled to withdraw such request demand and, if such request demand is withdrawn, such request for Demand Registration demand will not count as a request for Demand Registration Demand hereunder and the Company will pay all Registration Expenses in connection with such withdrawn registration requestdemand; and and (vi) any demand Demand Registration Demand under this Paragraph 2 2(a) shall be for a firm commitment underwritten offering, with respect to which the Company shall be required to maintain an effective registration statement for a maximum until the earlier of 90 days(x) such time as all the securities covered by such registration statement shall have been disposed of or (y) the expiration of 45 days after the effectiveness of such registration statement.

Right to Require Registration. Subject to (A) At any time from and after the provisions second anniversary of the date of this Paragraph 2, at any time after the date 6 months following a Qualified IPOAgreement, any Holder of 10% or more of the outstanding Common Stock (a "Demand Holder") Sponsor Member shall have the right to require deliver a request in writing to the Company (a "Request") (which Request shall specify the Registrable Securities intended to file a registration statement under be disposed, the Securities Act for a public offering identity of all or any portion the Sponsor Member intending to dispose of such Registrable Securities, and the intended method of distribution thereof) that the Company register the Registrable Securities held by such Holder when such right is exercised (the shares subject to specified Sponsor Member by filing with the demand, the "SEC a Required Registration Demand Securities"), provided that any request for a Demand Registration (as defined below) shall not be otherwise deemed to be effective unless such request is with respect to Registrable Securities constituting at least five percent (5%) of the outstanding shares of the class of Registrable Securities. The demand registration rights granted to the Demand Holders in this Paragraph 2 are subject to the following limitations: (i) each Demand Holder may make a demand under this Paragraph 2 only two (2) times Statement (a "Demand Registration") or, after the Initial Public Offering of the Company, a Required Shelf Registration Statement (a "Shelf Registration"); provided, however, that if such Request is made with respect to the Initial Public Offering of the Company and prior to the fourth anniversary of the date of this Agreement, no Sponsor Member shall be permitted to exercise its rights under this Section 2(a)(i)(A) unless the transaction contemplated by the Request would, in the reasonable opinion the Sponsor Member delivering such Request, result in an IRR to such Sponsor Member in respect of its Registrable Securities subject to such Request of at least 25%. At any time from and after the consummation of a Qualified IPO, any Investor Member shall have the right to deliver a Request to the Company (iiwhich Request shall specify the Registrable Securities intended to be disposed, the identity of the Investor Member intending to dispose of such Registrable Securities, and the intended method of distribution thereof) for a Demand Registration or, in the case of an Investor Member that is also a Sponsor Member, a Shelf Registration. (B) Upon the receipt of any Request, the Company will, by the tenth calendar day thereafter, give written notice of such requested registration to all Holders of Registrable Securities, and each such Holder shall be entitled to notify the Company within ten days of receipt of notice of such Request of such Holder's election to include all or a portion of its Registrable Securities in such registration. Not later than the 60th calendar day after the receipt of such a Request by the Company, the Company will, subject to the other provisions of this Section 2(a), cause to be filed with the SEC a Required Registration Statement or Required Shelf Registration Statement, as the case may be, covering the Registrable Securities which the Company has been so requested to register in such Request and all other Registrable Securities which the Company has been requested to register by Holders thereof other than the Holder(s) who are members of the Investor Group initiating such Request, by written request given to the Company within 15 days after the giving of such written notice by the Company, providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or further requests, and shall use all reasonable efforts to have such Required Registration Statement or Required Shelf Registration Statement, as the case may be, declared effective by the SEC as soon as practicable thereafter and to keep such Required Registration Statement continuously effective for a period of at least (xx) 60 days, in the case of a Demand Registration (or, in the case of an Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto) or (yy) 180 days, in the case of a Shelf Registration, following the date on which such Required Shelf Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Shelf Registration Statement have been sold pursuant thereto), including, in either case, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or Required Shelf 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 or Required Shelf 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 Required Shelf Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder. (C) The Company shall not be obligated required to cause effect, pursuant to this Section 2(a)(i), (w) more than one Shelf Registration or Demand Registration within any registration statement filed under this Paragraph 2 continuous six month period, (x) any Underwritten Offering covering Registrable Securities with gross proceeds reasonably expected by the Holders to be declared effective less than six months after the effective date $25 million, (y) more than (i) three (3) Demand Registrations requested by each of the most recent registration statement filed Blackstone Investor Group and the FRC Investor Group and (ii) one (1) Demand Registration requested by the Company on its own behalf; AMCI Investor Group (iii) provided that the managing underwriter members of any the AMCI Investor Group shall have no right to, and shall not, make a Request in respect of such offering shall be a nationally recognized investment banking firm selected by the Company and approved by the Demand Holder making the Demand Registration until such time as an offering in respect of a (I) Demand Registration on account of a Request made by either the Blackstone Investor Group or the FRC Investor Group or (II) a Qualified IPO that is a secondary offering has been consummated) and (z) more than one (1) Shelf Registration requested by each of the Blackstone Investor Group and the FRC Investor Group (which approval Shelf Registration, for the avoidance of doubt, shall not be unreasonably withheld); (iv) notwithstanding the giving of notice by deemed to be a Demand Holder Registration under the immediately preceding clause (y)). The members of the exercise AMCI Investor Group shall have no right to, and shall not, make a Request in respect of its right a Shelf Registration at any time. (D) A Request may be withdrawn prior to require registration under this Paragraph 2the filing of the Required Registration Statement or Required Shelf Registration Statement by the Investor Group which made such Request (a "Withdrawn Request") and a Required Registration Statement or Required Shelf Registration Statement may be withdrawn prior to the effectiveness thereof by the Holders of a majority of the Registrable Securities included therein (a "Withdrawn Required Registration"), and, in either such event, such withdrawal shall not be treated as a Required Registration for purposes of clauses (y) and (z) of the immediately preceding paragraph. (E) Notwithstanding the foregoing, the Company may elect to convert such registration into a registration of shares for sale by the Company pursuant to Paragraph 1 hereof by providing notice to the Securityholders in accordance with Paragraph 1, and in such event the provisions of Paragraph 1 shall apply to such registration rather than the provisions of this Paragraph 2 and such registration shall not count as a Demand Registration; (v) during any two-year period, the Company may make a one-time election to postpone the filing or the effectiveness of a registration statement for a Demand Registration for up to six months if the Board determines, in its good faith judgment, that (x) such Demand Registration would reasonably be expected to have an adverse effect on, interfere with or delay any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction, (y) the filing of a registration statement or a sale required pursuant to this Section 2(a)(i) if the Board determines that such action is in the best interests of Registrable Securities pursuant thereto would require disclosure of material information that the Company has or its Members and only for a bona fide business purpose for preserving as confidential or period not to exceed 90 days (z) a "Blackout Period"); provided that after any initial Blackout Period the Company is unable may not invoke a subsequent Blackout Period until 12 months elapse from the end of any previous Blackout Period. (F) The registration rights granted pursuant to comply with the provisions of this Section 2(a)(i) shall be in addition to the registration requirements rights granted pursuant to the other provisions of the Commission; provided, that, in such event, the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such request for Demand Registration will not count as a request for Demand Registration hereunder and the Company will pay all Registration Expenses in connection with such withdrawn registration request; and (vi) any demand under this Paragraph 2 shall be for a firm commitment underwritten offering, with respect to which the Company shall be required to maintain an effective registration statement for a maximum of 90 daysSection 2.

Right to Require Registration. Subject to the provisions of this Paragraph 2, at At any time after the earlier of (a) the date 6 7 years after the date of this Agreement and (b) the date 9 months following a Qualified IPO, any Holder of 10% or more either of the outstanding Common Stock (Originating Partnerships, provided that such Originating Partnership is then a "Demand Holder") Stockholder, shall have the right to require the Company to file a registration statement under the Securities Act (and the other Originating Partnership and their respective Permitted Transferees shall have the right to participate in such registration) for a public offering of all or any portion of the Registrable Securities shares of Series B Preferred Stock held by such Holder the Originating Partnership Group when such right is exercised exercised, or all or any portion of the shares of Common Stock held by the Originating Partnership Group when such right is exercised, or all or any portion of both such shares of Series B Preferred Stock and such shares of Common Stock (the such shares subject to the demand, the "Registration Demand Securities"), provided that any request for a Demand Registration (as defined below) shall not be otherwise deemed subject to be effective unless such request is with respect to Registrable Securities constituting at least five percent (5%) the provisions of the outstanding shares of the class of Registrable Securitiesthis paragraph 3. The demand registration rights granted to the Demand Holders Originating Partnership Group in this Paragraph 2 paragraph 3 are subject to the following limitations: (i) each Demand Holder the Originating Partnerships (on behalf of the Originating Partnership Group) may make a demand under this Paragraph 2 paragraph 3 only two (2) Exhibit B to Stockholders Agreement ----------------------------------- B-5 times (each, a "Demand Registration"); (ii) the Company shall not be obligated to cause any registration statement filed under this Paragraph 2 paragraph 3 to be declared effective less than six months after the effective date of the most recent registration statement filed by the Company on its own behalfbehalf or for the benefit of the UBS Group pursuant to Section 2; (iii) the managing underwriter of any such offering shall be a nationally recognized investment banking firm selected by the Company Originating Partnerships and approved by the Demand Holder making the Demand Registration Company (which approval shall not be unreasonably withheld); (iv) notwithstanding the giving of notice by a Demand Holder either of the Originating Partnerships of the exercise of its right to require registration under this Paragraph 2paragraph 3, the Company may elect to convert such registration into a registration of shares for sale by the Company pursuant to Paragraph paragraph 1 hereof by providing notice to the Securityholders Stockholders in accordance with Paragraph paragraph 1, and in such event the provisions of Paragraph paragraph 1 shall apply to such registration rather than the provisions of this Paragraph 2 paragraph 3 and such registration shall not count as a Demand Registration; (v) during any two-year period, the Company may make shall have the right exercisable only one (1) time per each request for a one-time election demand registration to postpone the filing or the effectiveness of a registration statement for a Demand Registration for up to six months if the Board determinesany registration requested pursuant to this paragraph 3 if, in its good faith judgmentthe opinion of the Board, that (x) such Demand Registration registration would reasonably be expected to have an adverse effect on, interfere with or delay any proposal or plan material transaction then being pursued by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) strategic plan or any merger, consolidation, tender offer or similar transaction, (y) the filing of a registration statement or a sale of Registrable Securities pursuant thereto would require disclosure of material information that business plan adopted by the Company has a bona fide business purpose for preserving as confidential or (z) the Company is unable to comply with in advance of the registration requirements of the Commissiondemand; provided, that, in such event(vi) notwithstanding any other provision hereof, the holders Originating Partnerships shall have the right to transfer one or both of Registrable Securities initially requesting such their Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such request for Demand Registration will not count as a request for Demand Registration hereunder and the Company will pay all Registration Expenses Registrations in connection with a transfer of at least 50% of the Shares owned by them at any time, each such withdrawn registration requesttransfer to be subject to the approval of the Company, such approval not to be unreasonably withheld; and (vivii) any demand under this Paragraph paragraph 2 shall be for a firm commitment underwritten offering, with respect to which the Company shall be required to maintain an effective registration statement for a maximum of 90 30 days.

Right to Require Registration. Subject to the provisions of this Paragraph 2, if, at any time after the date 6 months following first anniversary of the consummation of a Qualified IPO, any Eligible Holder (other than the Aurora Entities) is the record owner of 10% or more of the outstanding Common Stock immediately after a distribution of shares by either or both of the Aurora Entities to their limited partners (such Eligible Holder being a "Demand Holder") ), such Demand Holder shall have the right to require the Company to file a registration statement under the Securities Act for a public offering of all or any portion of the Registrable Securities held by such Holder when such right is exercised (the shares Registrable Securities to be subject to the demand, such registration being the "Demand Registration Demand Securities"), provided PROVIDED that any request demand for registration under this Paragraph 2 (a Demand "Registration (as defined belowDemand") shall not be otherwise deemed to be effective unless such request Registration Demand is with respect to Registrable Securities constituting at least five percent (5%) of the outstanding shares of the class of Registrable Securities. The demand registration rights granted to the Demand Holders in this Paragraph 2 are subject to the following limitations: : (i) each Demand Holder may make a demand Registration Demand under this Paragraph 2 only two (2) times (one time, PROVIDED, HOWEVER, that if, after completion of the resulting registered offering, such Demand Holder continues to hold 10% or more of the outstanding Common Stock or holds 10% or more of the outstanding Common Stock as the result of a "subsequent distribution of shares by either or both of the Aurora Entities to their limited partners, such Demand Registration"); Holder shall have the right to make one additional Registration Demand; (ii) the Company shall not be obligated to cause any registration statement filed under this Paragraph 2 to be declared effective less than six months after the effective date of the most recent registration statement filed by the Company on its own behalf; ; (iii) the managing underwriter of any such offering shall be a nationally recognized investment banking firm selected by the Company and approved by the Demand Holder making the Registration Demand Registration (which approval shall not be unreasonably withheld); ; (iv) notwithstanding the giving of notice a Registration Demand by a Demand Holder of the exercise of its right to require registration under this Paragraph 2Holder, the Company may elect to convert such the required registration into a registration of shares for sale by the Company pursuant to Paragraph 1 hereof by providing notice to the Securityholders Eligible Holders in accordance with Paragraph 1, and in such event the provisions of Paragraph 1 shall apply to such registration rather than the provisions of this Paragraph 2 and such registration shall not count as a the exercise of such Demand Registration; Holder's registration right under this Paragraph 2; (v) during any two-year period, the Company may make a one-time election to postpone the filing or the effectiveness of a registration statement for in response to a Registration Demand Registration for up to six months if the Board determines, in its good faith judgment, that (x) such Demand Registration registration would reasonably be expected to have an adverse effect on, interfere with or delay any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction, (y) the filing of a registration statement or a sale of Registrable Securities pursuant thereto would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential confidential, or (z) the Company is unable to comply with the registration requirements of the Commission; providedPROVIDED, that, in such event, the holders of Registrable Securities initially requesting such Demand Holder making the Registration Demand will be entitled to withdraw such request demand and, if such request demand is withdrawn, such request for Demand Registration demand will not count as a request for Registration Demand Registration hereunder and the Company will pay all Registration Expenses in connection with such withdrawn registration requestdemand; and and (vi) any demand Registration Demand under this Paragraph 2 shall be for for a firm commitment underwritten offering, with respect to which the Company shall be required to maintain an effective registration statement for a maximum of 90 30 days.

Right to Require Registration. Subject to the provisions of this Paragraph 2, at any time after the date 6 months following a Qualified IPO, any Holder of 10% or more of the outstanding Common Stock (a "“Demand Holder"”) shall have the right to require the Company to file a registration statement under the Securities Act for a public offering of all or any portion of the Registrable Securities held by such Holder when such right is exercised (the shares subject to the demand, the "“Registration Demand Securities"”), provided that any request for a Demand Registration (as defined below) shall not be otherwise deemed to be effective unless such request is with respect to Registrable Securities constituting at least five percent (5%) of the outstanding shares of the class of Registrable Securities. The demand registration rights granted to the Demand Holders in this Paragraph 2 are subject to the following limitations: (i) each Demand Holder may make a demand under this Paragraph 2 only two (2) times (a "“Demand Registration"”); (ii) the Company shall not be obligated to cause any registration statement filed under this Paragraph 2 to be declared effective less than six months after the effective date of the most recent registration statement filed by the Company on its own behalf; (iii) the managing underwriter of any such offering shall be a nationally recognized investment banking firm selected by the Company and approved by the Demand Holder making the Demand Registration (which approval shall not be unreasonably withheld); (iv) notwithstanding the giving of notice by a Demand Holder of the exercise of its right to require registration under this Paragraph 2, the Company may elect to convert such registration into a registration of shares for sale by the Company pursuant to Paragraph 1 hereof by providing notice to the Securityholders in accordance with Paragraph 1, and in such event the provisions of Paragraph 1 shall apply to such registration rather than the provisions of this Paragraph 2 and such registration shall not count as a Demand Registration; (v) during any two-year period, the Company may make a one-time election to postpone the filing or the effectiveness of a registration statement for a Demand Registration for up to six months if the Board determines, in its good faith judgment, that (x) such Demand Registration would reasonably be expected to have an adverse effect on, interfere with or delay any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction, (y) the filing of a registration statement or a sale of Registrable Securities pursuant thereto would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) the Company is unable to comply with the registration requirements of the Commission; provided, that, in such event, the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such request for Demand Registration will not count as a request for Demand Registration hereunder and the Company will pay all Registration Expenses in connection with such withdrawn registration request; and (vi) any demand under this Paragraph 2 shall be for a firm commitment underwritten offering, with respect to which the Company shall be required to maintain an effective registration statement for a maximum of 90 days.