Definitions. As used in this Agreement, the following terms shall have the following meanings, and terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Series A Securities Purchase Agreement:

Holders of Registrable Securities. [reserved.]

Demand Registrations.

Requests for Registration. Subject to the following paragraphs of this Section 3.1 the Stockholders shall, subject to Section 3(d), have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities held by the Stockholders requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, that, the Corporation shall not be obligated to file a Registration Statement relating to any registration request under this Section 3.1 within a period of ninety (90) days after any Shelf Underwritten Offering or the effective date of any other Registration Statement relating to any registration request under this Section 3.1. The Stockholders may request pursuant to a Demand Notice that the Corporation register Registrable Securities on an appropriate form, including a shelf Registration Statement, and, if the Corporation is a WKSI, an Automatic Shelf Registration Statement. Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3.1, the Corporation shall, subject to Section 3(d), use its reasonable best efforts to file a Registration Statement as promptly as practicable no later than fifteen (15) days after the date of the related Demand Notice and, if not automatically effective, shall use its reasonable best efforts to cause such Registration Statement to be declared effective no event later than sixty (60) days after the date of the related Demand Notice. The Stockholders shall be limited to one Demand Notice on Form S-1 or any similar long-form registration statement.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that, in their view, the total amount of securities proposed to be sold in such offering (including, without limitation, securities proposed to be included by any Persons exercising Additional Piggyback Rights (“Additional Piggyback Securities”)) exceeds the largest amount (the “Section 3(b) Sale Amount”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Stockholders, then there shall be included in such firm commitment underwritten offering an amount of securities not exceeding the Section 3(b) Sale Amount, and such amount of securities shall be allocated as follows:

Shelf-Take Downs.

[reserved]; and

in the event that the managing underwriter or underwriters advise the Corporation and the Stockholders in writing that, in their view, the total amount of securities which would otherwise be included in such take-down offering exceeds the largest amount that can be sold in an orderly manner in such take-down offering within a price range acceptable to the Stockholders, the managing underwriter or underwriters shall limit the amount of securities which would otherwise be included in such take-down offering in the same manner as described in Section 3.2 with respect to a limitation of the amount of securities to be included in a Demand Registration.

Postponement of Registration.

Cancellation of a Demand Registration. The Stockholders shall have the right to notify the Corporation that they have determined that the Registration Statement or a Shelf Underwritten Offering be abandoned or withdrawn, in which event the Corporation shall abandon or withdraw such Registration Statement or Shelf Underwritten Offering, as applicable, and concurrently advise in writing the Stockholders.

Number of Demand Notices. In connection with but subject to the provisions of this Section 3, the Stockholders shall have an unlimited number of Demand Notices which they are permitted to deliver (or cause to be delivered) to the Corporation hereunder.

Automatic Shelf Registrations.

Filing. The Corporation shall use reasonable best efforts to (i) file a shelf Registration Statement for a public offering of all Registrable Securities pursuant to Rule 415 promulgated under the Securities Act (the “Required Shelf”) no later than the date that is ninety (90) days following the Closing Date and (ii) if not automatically effective, cause the Required Shelf to become effective as soon as reasonably possible thereafter.

Continued Effectiveness. The Corporation shall use its reasonable best efforts to keep the Required Shelf continuously effective under the Securities Act in order to permit the Prospectus or any free writing prospectus forming a part thereof to be usable by the holders of Registrable Securities until the date as of which all Registrable Securities registered by the Required Shelf have been sold or have otherwise ceased to be Registrable Securities. Subject to the Corporation’s rights under Section 3.4, the Corporation shall not be deemed to have used its reasonable best efforts to keep the shelf Registration Statement effective during such period if the Corporation voluntarily takes any action, or omits to take any commercially reasonable action, that would result in the holders of Registrable Securities not being able to offer and sell any Registrable Securities pursuant to the Required Shelf pursuant to, and in accordance with, its rights set forth in Section 3 or Section 5 hereof during such period, unless such action or omission is (x) a suspension or postponement permitted pursuant to Section 3.5 or (y) required by applicable law, rule or regulation. The Corporation shall use its reasonable best efforts to file any replacement or additional shelf Registration Statement and use its reasonable best efforts to cause such replacement or additional shelf Registration Statement to become effective prior to the expiration of the initial shelf Registration Statement.

Piggyback Registration.

Right to Piggyback. Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the Corporation proposes to file a registration statement under the Securities Act with respect to an offering of Common Stock whether or not for sale of its own account (other than a registration statement (A) on Form S-4, Form S-8 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), then, the Corporation shall give prompt written notice of such proposed filing at least five (5) business days before the anticipated filing date (the “Piggyback Notice”) to each Stockholder. The Piggyback Notice shall offer the Stockholders the opportunity to include (or cause to be included) in such

Priority on Piggyback Registrations. The Corporation shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Registrable Securities in respect of which the Stockholders have submitted a timely request for inclusion in response to a Piggyback Notice in connection with such offering to include in such offering all Registrable Securities included in the Stockholders’ response on the same terms and conditions as other shares of capital stock, if any, of the Corporation included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Corporation in writing that, in their view, the total amount of securities that such holders, the Corporation and any other Persons having rights to participate in such registration intend to include in such offering exceeds the largest amount (the “Section 5(b) Sale Amount”) that can be sold in an orderly manner in such underwritten offering without adversely affecting the price of the offering, then there shall be included in such registration an amount of securities not exceeding the Section 5(b) Sale Amount, and such amount of securities shall be allocated as follows:

Registration Procedures. In connection with the Corporation’s obligations under Section 3, Section 4 and Section 5, the Corporation shall use its reasonable best efforts to effect such registration and to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable, and in connection therewith the Corporation shall:

as promptly as is reasonably practicable prepare and file the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith, and, before filing a Registration Statement or Prospectus or any amendments or supplements thereto, (x) furnish to the underwriters, if any, and to the holders of the Registrable Securities covered by such Registration Statement, copies of all documents prepared to be filed, which documents shall be subject to the review of such underwriters and such holders and their respective counsel, (y) subject to applicable law, make such changes in such documents concerning the holders prior to the filing thereof as such holders, or their counsel, may reasonably request and (z) subject to applicable law, not file any Registration Statement or Prospectus or amendments or supplements thereto to which the Stockholders or the underwriters, if any, shall reasonably object;

as promptly as is reasonably practicable prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement and supplements to the Prospectus as may be (x) reasonably requested by the Stockholders, or (y) necessary to keep such Registration Statement

notify the Stockholders and the managing underwriter or underwriters, if any, and confirm such notice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Corporation (a) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable Prospectus or any amendment or supplement thereto has been filed, (b) of any written comments by the SEC, or any request by the SEC or other federal or state governmental authority for amendments or supplements to such Registration Statement or such Prospectus, or for additional information (whether before or after the effective date of the Registration Statement) or any other correspondence with the SEC relating to, or which may affect, the Registration, (c) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, (d) if, at any time, the representations and warranties of the Corporation in any applicable underwriting agreement cease to be true and correct in all material respects and (e) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

promptly notify the Stockholders and the managing underwriter or underwriters, if any, in writing when the Corporation becomes aware of the happening of any event as a result of which the applicable Registration Statement or the Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish without charge to the Stockholders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus, which shall correct such misstatement or omission or effect such compliance;

to the extent the Corporation is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Corporation files any Shelf Registration Statement, the Corporation shall include in such Shelf Registration Statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Stockholders) in order to ensure that the Stockholders may be added to such Shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment;

use its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other order or notice preventing or suspending the use of any preliminary or final Prospectus;

promptly incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment such information as the managing underwriter or underwriters and the Stockholders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings of such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment;

furnish to the Stockholders and each underwriter, if any, or any financial institution facilitating the sale of Registrable Securities pursuant to a Registration Statement without charge, as many conformed copies as the Stockholders or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment or supplement thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

deliver to the Stockholders and each underwriter, if any, or any financial institution facilitating the sale of Registrable Securities pursuant to a Registration Statement without charge, as many copies of the applicable Prospectus (including each preliminary prospectus) and any amendment or supplement thereto and such other documents as the Stockholders, financial institution or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by the Stockholders or underwriter (it being understood that the Corporation shall consent to the use of such Prospectus or any amendment or supplement thereto by the Stockholders and the underwriters, if any, or financial institution in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto);

on or prior to the date on which the applicable Registration Statement becomes effective, use its reasonable best efforts to register or qualify, and cooperate with the Stockholders, the managing underwriter or underwriters, if any, or any financial institution facilitating the sale of Registrable Securities pursuant to a Registration Statement and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction as the Stockholders, managing underwriter or underwriters, if any, or any financial institution facilitating the sale of Registrable Securities pursuant to a Registration Statement or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 3 or Section 4, as applicable; provided that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

cooperate with the Stockholders and the managing underwriter or underwriters, if any, or any financial institution facilitating the sale of Registrable Securities pursuant to a Registration Statement to enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least three (3) Business Days prior to any sale of Registrable Securities to the underwriters;

use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities if other than the CUSIP for the publicly traded Common Stock;

make such representations and warranties to the Stockholders of Registrable Securities being registered, and the underwriters or agents, if any, or any financial institution facilitating the sale of Registrable Securities pursuant to a Registration Statement in form, substance and scope as are customarily made by issuers in public offerings similar to the offering then being undertaken;

enter into such customary agreements (including underwriting, purchase and indemnification agreements) and take all such other actions as the Stockholders, the managing underwriter or underwriters, if any, or any financial institution facilitating the sale of Registrable Securities pursuant to a Registration Statement reasonably request in order to expedite or facilitate the registration and disposition of such Registrable Securities;

obtain for delivery to the Stockholders being registered and to the underwriter or underwriters, if any, or any financial institution facilitating the sale of Registrable Securities pursuant to a Registration Statement an opinion or opinions from counsel for the Corporation dated the most recent effective date of the Registration Statement or, in the event of an Underwritten Offering, the date of the closing under the underwriting or purchase agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to the Stockholders or underwriters or financial institution, as the case may be, and their respective counsel;

obtain for delivery to the Corporation and the managing underwriter or underwriters, or any financial institution facilitating the sale of Registrable Securities pursuant to a Registration Statement with copies to the Stockholders, a comfort letter from the Corporation’s independent certified public accountants or independent auditors (and, if necessary, any other independent certified public accountants or independent auditors of any subsidiary of the Corporation or any business acquired by the Corporation for which financial statements and financial data are, or are required to be, included in the Registration Statement) in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters or applicable financial institution reasonably request, dated the date of execution of the underwriting or similar agreement and brought down to the closing under the underwriting agreement;

cooperate with each seller of Registrable Securities and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

use its reasonable best efforts to comply with all applicable securities laws and, if a Registration Statement was filed, make available, including through the SEC’s EDGAR filing system or any successor system, to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;

provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

use its reasonable best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on the securities exchange on which the Common Stock is then listed or quoted and on each inter-dealer quotation system on which the Common Stock is then quoted;

make available upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed by the Stockholders, by any underwriter or financial institution participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by the Stockholders or any such underwriter or financial institution, all pertinent financial and other records and pertinent corporate documents and properties of the Corporation, and cause all of the Corporation’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available to discuss the business of the Corporation and to supply all information reasonably requested by any such Person in connection with such Registration Statement;

in the case of a marketed public offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto;

take no direct or indirect action prohibited by Regulation M under the Exchange Act;

take all reasonable action to ensure that any Issuer Free Writing Prospectus utilized in connection with any registration complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related Prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

take all such other reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the terms of this Agreement.

Registration Expenses. All reasonable fees and expenses incident to the performance of or compliance with this Agreement by the Corporation including, without limitation, (i) all registration, listing and filing fees (including, without limitation, fees and expenses (A) paid to the SEC, a stock exchange or FINRA and (B) of compliance with securities or “blue sky” laws, including, without limitation, any fees and disbursements of counsel for the underwriters in connection with “blue sky” qualifications of the Registrable Securities pursuant to Section 6.9), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriters, if any, or by the holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses of the Corporation, (iv) fees and disbursements of counsel for the Corporation, (v) expenses of the Corporation incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants referred to in Section 6.16(ii) hereof (including, without limitation, the expenses of any “cold comfort” letters required by this Agreement) and any other Persons, including special experts retained by the Corporation, (vii) fees and expenses payable to a Qualified Independent Underwriter, and (viii) fees and disbursements of one counsel for the Stockholders if such Registration Statement is pursuant to a Demand Registration initiated by the Stockholders will be borne by the Corporation whether or not any Registration Statement is filed or becomes effective. In addition, the Corporation shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange on which similar securities issued by the Corporation are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Corporation.

Indemnification.

Indemnification by the Corporation. The Corporation shall, and it hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each Stockholder, its respective officers, directors, partners, members, managers, stockholders and employees and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and reasonable legal expenses or other reasonable expenses actually incurred

Indemnification by the Stockholders. Each Stockholder agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Corporation, its directors, officers, partners, members, managers, stockholders and employees and each Person who controls the Corporation (within the meaning of the Securities Act or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact in any Registration Statement under which such Registrable Securities were registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were

Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (i) the indemnifying party has agreed in writing to pay such fees or expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (iii) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (iv) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such

Contribution. If for any reason the indemnification provided for in Section 8.1 and Section 8.2 is unavailable to an indemnified party (other than as a result of exceptions contained in Section 8.1 and Section 8.2) or insufficient in respect of any Losses referred to therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. In connection with any Registration Statement filed with the SEC by the Corporation, the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 9(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 8.4. No Person guilty of fraudulent misrepresentation (within the

Existing Registration Statements. Notwithstanding anything herein to the contrary and subject to applicable law and regulation, the Corporation may satisfy any obligation hereunder to file a Registration Statement or to have a Registration Statement become effective by a specified date by designating, by notice to the Stockholders, a Registration Statement that previously has been filed with the SEC or become effective, as the case may be, as the relevant Registration Statement for purposes of satisfying such obligation, and all references to any such obligation shall be construed accordingly; provided that such previously filed Registration Statement may be amended or, subject to applicable securities laws, supplemented to add the number of Registrable Securities, and, to the extent necessary, to identify as selling stockholders those Stockholders demanding the filing of a Registration Statement pursuant to the terms of this Agreement. To the extent this Agreement refers to the filing or effectiveness of other Registration Statements, by or at a specified time and the Corporation has, in lieu of then filing such Registration Statements or having such Registration Statements become effective, designated a previously filed or effective Registration Statement as the relevant Registration Statement for such purposes, in accordance with the preceding sentence, such references shall be construed to refer to such designated Registration Statement, as amended.

Rule 144 and Rule 144A.

The Corporation shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Corporation is not required to file such reports, it will, upon the request of the Stockholders, make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144,

Underwritten Registrations. In connection with any Demand Registration or Shelf Underwritten Offering, the Stockholders shall have the right to designate the lead managing underwriters in connection with any underwritten offering pursuant to such registration and each other managing underwriter for any such underwritten offering; provided that in all cases any such underwriters shall be reasonably acceptable to the Corporation.

Miscellaneous.

Amendments and Waivers. This Agreement may be amended, supplemented or changed only by a written instrument signed by the Stockholders and the Corporation.

Notices. All notices and other communications hereunder shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt by nonautomatic means, whether electronic or otherwise), (ii) when sent by email (with written confirmation of transmission) or (c) one (1) Business Day after the day sent by an internationally recognized overnight courier (with written confirmation of receipt), in each case, at the following addresses and email addresses (or to such other address or email address as a party may have specified by notice given to the other party under this Section 11(b)):

Successors and Assigns; Stockholder Status. The rights and obligations contained in this Agreement shall be assignable to any transferee of Registrable Securities and shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties hereto and their respective successors and permitted assigns; provided, however, that such successor or assign shall not be entitled to such rights unless the successor or assign shall have executed and delivered to the Corporation an Addendum Agreement substantially in the form of Exhibit A hereto (which shall also be executed by the Corporation promptly following the acquisition of such Registrable Securities, in which event such successor or assign shall be deemed a Stockholder for purposes of this Agreement. Except as provided in Section 8 with respect to an indemnified party, nothing herein is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever.

Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall be one (1) and the same instrument. Delivery of an executed counterpart hereof by electronic transmission (including email or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) shall be effective as delivery of an original counterpart hereof.

Severability. Any term or provision hereof that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

Entire Agreement. This Agreement, the Series A Securities Purchase Agreement and the Investor Rights Agreement are the entire agreement, and supersede all prior agreements and understandings, both written and oral, among or between any of the parties related to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein, with respect to the registration rights granted by the Corporation with respect to Registrable Securities.

Securities Held by the Corporation or Its Subsidiaries. Whenever the consent or approval of holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Corporation or its subsidiaries shall not be counted in determining whether such consent or approval was given by the holders of such required percentage.

Specific Performance. Except as otherwise provided herein, all remedies herein expressly conferred upon a party shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy shall not preclude the exercise of any other remedy. The parties acknowledge and agree that irreparable damage would occur if any of the provisions hereof were not performed in accordance with their specific terms or were otherwise breached and that monetary damages, even if available, would not be an adequate remedy therefor. Accordingly, the parties shall be entitled to equitable relief (including an injunction or injunctions) to prevent breaches or threatened breaches hereof and to enforce specifically the performance of terms and provisions hereof, in each case, in any court referred to in Section 12.2, without proof of actual damages (and each party waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. No party shall assert (i) that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason or (ii) that a remedy of monetary damages would provide an adequate remedy for any such breach.

No Inconsistent Agreements. The Corporation shall not hereafter enter into any agreement with respect to its securities that is inconsistent in any material respects with the rights granted to the Stockholders in this Agreement.

Effective Time; Term. This Agreement shall become effective at (and not prior to) the Closing Date. This Agreement shall terminate on the date on which the Stockholders cease to own Registrable Securities; provided that such Stockholders’ rights and obligations pursuant to Section 8, as well as the Corporation’s obligations to pay expenses pursuant to Section 7, shall survive with respect to any registration statement in which any Registrable

Applicable Law; Jurisdiction; WAIVER OF JURY TRIAL. This Agreement, and all claims and causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate hereto or the negotiation, execution, performance or subject matter hereof, shall be governed by the Laws of the State of New York applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. With respect to any such claim or cause of action, each party (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, (ii) agrees that all such claims and causes of action shall be heard and determined exclusively in the courts identified in clause (i) of this Section 11(k), (iii) waives any objection to laying venue in any such claim or cause of action in such courts, (iv) waives any objection that any such court is an inconvenient forum or does not have jurisdiction over any party and (v) agrees that service of process upon such Party in any such claim or cause of action shall be effective if such process is given as a notice under Section 12.2. EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM OR CAUSE OF ACTION that may be based on, arise out of or relate HERETO or the negotiation, execution, performance or subject matter hereof.

Construction. Section 7.2 of the Series A Securities Purchase Agreement shall apply to this Agreement, mutatis mutandis.

Opt-Out Requests. Each Stockholder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Corporation or any other Stockholders otherwise are required to deliver pursuant to this Agreement regarding an Underwritten Offering, a Take-Down Notice or a Piggyback Registration Statement (except any Suspension Notice or any other notice as required by law, rule or regulation) by delivering to the Corporation a written statement signed by such Stockholder that it does not want to receive any such notices hereunder (an “Opt-Out Request”), in which case, and notwithstanding anything to the contrary in this Agreement, the Corporation and other Stockholders shall not be required to, and shall not, deliver any such notice or other related information required to be provided to Stockholders hereunder to the extent that the Corporation or such other Stockholders reasonably expect such

Ares Capital Corporation (245 Park Avenue, 44^th Floor; New York, New York, 10167; E-mail: sweidlich@ares.com)

Cion Ares Diversified Credit Fund (2000 Avenue of the Stars, 12^th Floor; Los Angeles, California, 90067; E-mail: sweidlich@ares.com)

Ares Centre Street Partnership, L.P. (2000 Avenue of the Stars, 12^th Floor; Los Angeles, California, 90067; E-mail: sweidlich@ares.com)

Ares Private Credit Solutions II, L.P. (245 Park Avenue, 44^th Floor; New York, New York, 10167; E-mail: sweidlich@ares.com)

Ares Private Credit Solutions (Offshore) II, L.P. (245 Park Avenue, 44^th Floor; New York, New York, 10167; E-mail: sweidlich@ares.com)

Ares Jasper Fund, L.P. (2000 Avenue of the Stars, 12^th Floor; Los Angeles, California, 90067; E-mail: sweidlich@ares.com)

Ares ND Credit Strategies Fund LLC (2000 Avenue of the Stars, 12^th Floor; Los Angeles, California, 90067; E-mail: sweidlich@ares.com)

Ares Credit Strategies Insurance Dedicated Fund Series Interests of the SALI Multi-Series Fund, L.P. (2000 Avenue of the Stars, 12^th Floor; Los Angeles, California, 90067; E-mail: sweidlich@ares.com)

Ares Senior Direct Lending Master Fund II Designated Activity Company (2000 Avenue of the Stars, 12^th Floor; Los Angeles, California, 90067; E-mail: sweidlich@ares.com)

Ares Senior Direct Lending Parallel Fund (L) II, L.P. (245 Park Avenue, 44^th Floor; New York, New York, 10167; E-mail: sweidlich@ares.com)

Ares Senior Direct Lending Parallel Fund (U) II, L.P. (245 Park Avenue, 44^th Floor; New York, New York, 10167; E-mail: sweidlich@ares.com)

Ares SFERS Credit Strategies Fund LLC (245 Park Avenue, 44^th Floor; New York, New York, 10167; E-mail: sweidlich@ares.com)

Ares Commercial Finance LP (2000 Avenue of the Stars, 12^th Floor; Los Angeles, California, 90067; E-mail: sweidlich@ares.com)

Luomus Fund, L.P. (Salmisaarentanta 11 P.O. Box 4, Helsinki, Finland, FI00098 VARMA; E-mail: sweidlich@ares.com)

Ares Direct Finance I LP (2000 Avenue of the Stars, 12^th Floor; Los Angeles, California, 90067; E-mail: sweidlich@ares.com)

AO Middle Market Credit L.P. (2000 Avenue of the Stars, 12^th Floor; Los Angeles, California, 90067; E-mail: sweidlich@ares.com)

Minke IMC Inc. (75 Pandora Avenue; Victoria, BC, Canada, V8W0E4; E-mail: sweidlich@ares.com)

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