Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Adverse Disclosure" means public disclosure of material non-public information that, in the good faith judgment of the Board of Directors of the Company (as evidenced by a resolution duly adopted by a majority of the directors then in office), (i) would be required to be included in a Registration State

Section 1.2 — Other Interpretive Provisions. (a) The headings and captions used in this Agreement and the table of contents hereto are for convenience of reference only and shall not affect the interpretation or construction of this Agreement. (b) Unless the context otherwise requires: (i) words expressed in the singular number shall include the plural and vice versa; (ii) words expressed in the masculine shall inclu

ARTICLE II — DEMAND REGISTRATION RIGHTS

Section 2.1 — Demand Registration. (a) Sponsor Demand Right. At any time following the earlier of (i) the date that is one hundred eighty (180) days after the closing of the IPO, and (ii) such earlier date as the managing underwriter(s) of the IPO may permit in writing, the Sponsor shall have the right to request in writing (each, a "Demand Request") that the Company file a Registration Statement under the Securities

Section 2.2 — Number of Demand Registrations. (a) The Sponsor shall be entitled to an unlimited number of Demand Registrations. (b) Each Co-Investor shall be entitled to two (2) Demand Registrations in the aggregate; provided that any Demand Registration that is withdrawn by such Co-Investor shall not be counted against such Co-Investor's allotted Demand Registrations if the conditions for non-counting set forth in S

Section 2.3 — Demand Registration Procedures. (a) Demand Request. Each Demand Request shall be in writing, addressed to the Company, and shall specify: (i) the number of Registrable Securities to be registered; (ii) the intended method of distribution (including whether the requesting Holder seeks an Underwritten Offering); and (iii) such other information as the Company may reasonably require to prepare and file the

Section 2.4 — Shelf Registration. (a) Shelf Request. At any time when the Company is eligible to use Form S-3 (or, if the Company qualifies as a WKSI, an automatic shelf registration statement on Form S-3), the Sponsor may request in writing that the Company file a Shelf Registration Statement on Form S-3 (or, in the case of a WKSI, an automatic shelf registration statement) covering the resale of all Registrable Sec

Section 2.5 — Shelf Takedowns. (a) Underwritten Shelf Takedowns. At any time while a Shelf Registration Statement is effective, the Sponsor or any Co-Investor holding Registrable Securities with an aggregate value of at least Fifty Million Dollars ($50,000,000) (based on the then-current market price or fair market value of such securities, as reasonably estimated by the requesting Holder) may request that the Compan

Section 2.6 — Selection of Underwriters. (a) Sponsor-Initiated Offerings. In connection with any Underwritten Offering initiated by a Sponsor Demand or a Sponsor-initiated Underwritten Shelf Takedown, the Sponsor shall have the right to select the managing underwriter or underwriters for such offering, subject to the reasonable approval of the Company (which approval shall not be unreasonably withheld, conditioned, o

Section 2.7 — Blackout / Suspension Periods. (a) Right to Defer. Notwithstanding anything in this Article II to the contrary, the Company shall have the right to defer or suspend the filing of a Registration Statement required under this Article II, or to suspend the use of any prospectus forming part of an effective Registration Statement (including any Shelf Registration Statement), for a period not to exceed sixty

Section 2.8 — Withdrawal. (a) Right to Withdraw. A requesting Holder may withdraw a Demand Registration request at any time prior to the effectiveness of the applicable Registration Statement by delivering written notice of such withdrawal to the Company (a "Withdrawal Notice"). (b) Counting of Withdrawn Demands. If a Withdrawal Notice is delivered after the Registration Statement has been filed with the SEC, the wit

ARTICLE III — PIGGYBACK REGISTRATION RIGHTS

Section 3.1 — Piggyback Registration. (a) Company Notice. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) for the Company's own account or for the account of any Holder pursuant to a Demand Registration, the Company shall give written notice (a

Section 3.2 — Priority in Piggyback Registration. (a) Company-Initiated Offering. If a Piggyback Registration relates to a primary offering of securities by the Company for its own account, and the managing underwriter or underwriters advise the Company in writing that, in their reasonable opinion, the total number of securities that the Company and the Holders propose to include in such Registration Statement exceed

Section 3.3 — No Obligation to Register. The Company shall have no obligation to proceed with any proposed registration for its own account or to file any Registration Statement contemplated by this Article III. If the Company determines at any time not to proceed with a proposed registration for which a Piggyback Notice has been given, the Company shall give prompt written notice to all Holders who requested inclusi

ARTICLE IV — REGISTRATION PROCEDURES

Section 4.1 — Company Obligations. In connection with any registration of Registrable Securities pursuant to this Agreement (whether a Demand Registration, a Shelf Registration, a Shelf Takedown, or a Piggyback Registration), the Company shall, at its own expense (except as otherwise provided in Article V): (a) Prepare and file with the SEC a Registration Statement on the applicable form under the Securities Act with

Section 4.2 — Holder Obligations. Each Holder that participates in any registration pursuant to this Agreement shall: (a) Furnish to the Company, upon the Company's reasonable request, such information regarding such Holder and the proposed distribution of such Holder's Registrable Securities as the Company may reasonably require in connection with the preparation of the Registration Statement, any amendment or suppl