Common use of Demand by Holders Clause in Contracts

Demand by Holders. (i) At any time the holders of not less than 25% percent of any class of the Registrable Securities may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such holders, provided that at least 25% of such class shall be so registered. Additionally, any Significant Equityholder may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights Offering. Any such requested registration shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. (ii) Within ten days following receipt of any request for a Demand Registration, the Issuer shall deliver written notice of such request to all other holders of Registrable Securities of the class or classes to be registered. Thereafter, the Issuer shall include in such Demand Registration any additional Registrable Securities of each such class which the holder or holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Issuer within ten days of the Issuer’s having sent the applicable notice to such holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand Registration. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution of the same. (iii) As promptly as practicable (and, in any event, within 60 days) following receipt of a request for a Demand Registration, the Issuer shall file a Registration Statement relating to such Demand Registration and shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act.

Demand by Holders. (i) At any time the holders of not less than 25% percent of any class of the Registrable Securities may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such holders, provided that at least 25% of such class shall be so registered. Additionally, any Significant Equityholder may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights Offering. Any such requested registration shall hereinafter be referred to as a “"Demand Registration.” " Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. (ii) Within ten days following receipt of any request for a Demand Registration, the Issuer shall deliver written notice of such request to all other holders of Registrable Securities of the class or classes to be registered. Thereafter, the Issuer shall include in such Demand Registration any additional Registrable Securities of each such class which the holder or holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Issuer within ten days of the Issuer’s 's having sent the applicable notice to such holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s 's rights under Section 2.2(a)(ii) with respect to such Demand Registration. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution of the same. (iii) As promptly as practicable (and, in any event, within 60 days) following receipt of a request for a Demand Registration, the Issuer shall file a Registration Statement relating to such Demand Registration and shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act.

Demand by Holders. (i) At any time the holders of not less than 25% percent of any class of the Registrable Securities may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such holders, provided that at least 25% of such class shall be so registered. Additionally, any Significant Equityholder may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights Offering. Any such requested registration shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. (ii) Within ten days following receipt of any request for a Demand Registration, the Issuer shall deliver written notice of such request to all other holders of Registrable Securities of the class or classes to be registered. Thereafter, the Issuer shall include in such Demand Registration any additional Registrable Securities of each such class which the holder or holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Issuer within ten days of the Issuer’s having sent the applicable notice to such holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand Registration. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution of the same. (iii) As promptly as practicable (and, in any event, within 60 days) following receipt of a request for a Demand Registration, the Issuer shall file a Registration Statement relating to such Demand Registration and shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act.

Demand by Holders. (i1) At any time the holders of not less than 25% 25 percent of any class of the Registrable Securities may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such holders, provided that at least 25% of such class shall be so registered. Additionally, any Significant Equityholder may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights Offering. Any such requested registration shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. (ii2) Within ten days following receipt of any request for a Demand Registration, the Issuer shall deliver written notice of such request to all other holders of Registrable Securities of the class or classes to be registered. Thereafter, the Issuer shall include in such Demand Registration any additional Registrable Securities of each such class which the holder or holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Issuer within ten days of the Issuer’s having sent the applicable notice to such holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand Registration. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution of the same. The Issuer may not include in such registration additional securities of the class or classes of the Registrable Securities to be registered hereunder, including securities to be sold for the Issuer’s own account or for the account of Persons who are not holders of Registrable Securities. (iii3) As promptly as practicable (and, in any event, within 60 45 days) following receipt of a request for a Demand Registration, the Issuer shall file a Registration Statement relating to such Demand Registration and shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities Act.

Demand by Holders. (i) At If, at any time beginning 90 days prior to the holders of not less than 25% percent of any class expiration of the Standstill Period, the Company does not otherwise have an effective registration statement on Form S-3 covering a Holder’s Registrable Securities may make on file with the SEC and the Company shall have received a written request request, subject to Section 16, from any Qualified Shareholder (the Issuer for “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or part any portion of the such Requesting Shareholder’s Registrable Securities held by (x) on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”) or (y) on Form S-3 or any similar short-form Registration Statement, which shall include a prospectus supplement to an existing Form S-3 (a “Short-Form Registration”) if the Company qualifies to use such holders, provided that at least 25% of such class shall be so registered. Additionally, short form Registration Statement (any Significant Equityholder may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights Offering. Any such requested registration shall hereinafter be referred to as Long-Form Registration or Short-Form Registration, a “Demand Registration.” Each request for a Demand Registration shall specify ”), and specifying the kind and aggregate amount of Registrable Securities to be registered and the intended methods method of disposition thereof. , then the Company shall promptly, but in no event later than ten (ii10) Within ten days following receipt Business Days prior to the effective date of any request for a the Registration Statement relating to such Demand Registration, the Issuer shall deliver written give notice of such request (a “Demand Notice”) to all the other holders Holders, specifying the number of Registrable Securities for which the Requesting Shareholder has requested registration under this Section 2(a). During the ten (10) Business Days after receipt of a Demand Notice, all Holders (other than the class or classes Requesting Shareholder) may provide a written request to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered. Thereafter, the Issuer shall include in registered as part of such Demand Registration any additional Registrable Securities of each such class which the holder or holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Issuer within ten days of the Issuer’s having sent the applicable notice to such holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand Registration. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution thereof; provided that, if, on the date of any request by a Qualified Shareholder, the sameCompany qualifies as a well-known seasoned issuer as defined in Rule 405 under the Securities Act) eligible to file an automatic shelf registration statement on Form S-3 pursuant to Section 3 of this Agreement, the provisions of this Section 2 shall not apply, and the provisions of Section 3 shall apply instead. (iiiii) As promptly as practicable The Company shall file such Registration Statement with the SEC within ninety (and90) days of such request, in any event, within 60 days) following receipt the case of a request for a Demand Long-Form Registration, and thirty (30) days of such request, in the Issuer case of a Short-Form Registration; provided, however, that in no event shall the Company be obligated to file a such Registration Statement relating prior to such Demand Registration the first Business Day after the expiration of the Standstill Period, and shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities ActAct and the “blue sky” Laws of such jurisdictions as any Participating Shareholder or any underwriter, if any, reasonably requests, as expeditiously as possible, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. (iii) Notwithstanding anything to the contrary in this Section 2(a), (A) the Company shall not be obligated to effect more than two (2) Long-Form Registrations over any three (3) year period at the request of any Holder, (B) from and after the time the Company becomes eligible for a Short-Form Registration, the Holders shall be entitled to effect three (3) Short-Form Registrations per calendar year in the aggregate in addition to the Long-Form Registrations to which they are entitled (which Long-Form Registrations, at the election of the Requesting Shareholder, may be effected as Short-Form Registrations, in which case they will count as Long-Form Registrations for purposes of the preceding clause (A)) and (C) the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds five hundred million dollars ($500,000,000) if pursuant to a Long-Form Registration, or three hundred million dollars ($300,000,000) if pursuant to a Short-Form Registration.

Demand by Holders. (i) At any time and from time on or after the applicable Release Date, the holders of not less than 25% percent a majority of any class of the Registrable Securities may make a written request to the Issuer Company for registration of all or part of the each such class of Registrable Securities held by such those holders, provided that at least 25% of such class shall be so registered. Additionally, any Significant Equityholder may make a written request to the Issuer for registration of all or part estimated market value of the Registrable Securities held by such Significant Equityholder and its affiliates if of all classes to be so registered thereunder is at least $500,000 in the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights Offeringaggregate. Any such requested registration shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify the class(es) and aggregate amount amount(s) of Registrable Securities to be registered and the intended methods of disposition distribution thereof. (ii) Within ten five (5) business days following receipt of any request for a Demand Registration, the Issuer Company shall deliver written notice of such request to all other holders of Registrable Securities of the class or classes to be registered. Thereafter, the Issuer Company shall include in such Demand Registration any additional Registrable Securities of each such class which the holder or holders thereof have requested in writing be included in such Demand Registration, provided that all such requests therefor have been received by the Issuer Company within ten (10) business days of the IssuerCompany’s having sent the applicable notice to such holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of holders (each such holder’s rights under Section 2.2(a)(ii) with respect to , including the Registrable Securities in such Demand Registration, a “Demanding Holder”). All such requests shall specify the class and aggregate amount and class of Registrable Securities to be registered and the intended method of distribution distribution. The Company may include in such registration additional securities of the sameclass or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or for the account of Persons who are not holders of Registrable Securities. (iii) As promptly as practicable (practicable, and, in any event, within 60 dayssixty (60) days following receipt of a request for a Demand Registration, the Issuer Company shall file a Registration Statement relating to such Demand Registration and thereafter the Company shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities Act.

Demand by Holders. (i) At If, at any time after the holders of not less than 25% percent of any class six (6) month anniversary of the Registrable date of the Closing, there is no currently effective Shelf Registration Statement on file with the SEC and the Company shall have received a request, subject to Section 17, from any Qualified Shareholder (the “Requesting Shareholder”) that the Company effect the registration under the Securities may make a written request to the Issuer for registration Act of all or part any portion of the such Requesting Shareholder’s Registrable Securities held by (x) on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”) or (y) on Form S-3 or any similar short-form Registration Statement (a “Short-Form Registration”) if the Company qualifies to use such holders, provided that at least 25% of such class shall be so registered. Additionally, short form Registration Statement (any Significant Equityholder may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights Offering. Any such requested registration shall hereinafter be referred to as Long-Form Registration or Short-Form Registration, a “Demand Registration.” Each request for a Demand Registration shall specify ”), and specifying the kind and aggregate amount of Registrable Securities to be registered and the intended methods method of disposition thereof, then the Company shall promptly, but in no event later than eleven (11) Business Days prior to the effective date of the Registration Statement relating to such Demand Registration, give notice of such request (a “Demand Notice”) to the other Holders, specifying the number of Registrable Securities for which the Requesting Shareholder has requested registration under this Section 2(a). During the ten (10) Business Days after receipt of a Demand Notice, all Holders (other than the Requesting Shareholder) may provide a written request to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered as part of such Demand Registration and the intended method of distribution thereof. (ii) Within ten The Company shall file such Registration Statement with the SEC within ninety (90) days following receipt of any request for such request, in the case of a Demand Long-Form Registration, the Issuer shall deliver written notice and thirty (30) days of such request to all other holders request, in the case of Registrable Securities of the class or classes to be registered. Thereafter, the Issuer shall include in such Demand Registration any additional Registrable Securities of each such class which the holder or holders thereof have requested in writing be included in such Demand a Short-Form Registration, provided that all requests therefor have been received by the Issuer within ten days of the Issuer’s having sent the applicable notice to such holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand Registration. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution of the same. (iii) As promptly as practicable (and, in any event, within 60 days) following receipt of a request for a Demand Registration, the Issuer shall file a Registration Statement relating to such Demand Registration and shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities ActAct and the “blue sky” Laws of such jurisdictions as any Participating Shareholder or any underwriter, if any, reasonably requests, as expeditiously as possible, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. (iii) Notwithstanding anything to the contrary in this Section 2(a), (A) the Company shall not be obligated to effect more than two (2) Long-Form Registrations over any three (3) year period at the request of any Holder, (B) from and after the time the Company becomes eligible for a Short-Form Registration, the Holders shall be entitled to effect two (2) Short-Form Registrations per calendar year in the aggregate in addition to the Long-Form Registrations to which they are entitled (which Long-Form Registrations, at the election of the Requesting Shareholder, may be effected as Short-Form Registrations, in which case they will count as Long-Form Registrations for purposes of the preceding clause (A)) and (C) the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds fifty million dollars ($50,000,000) if pursuant to a Long-Form Registration, or twenty-five million dollars ($25,000,000) if pursuant to a Short-Form Registration.

Demand by Holders. (i) At The holders of a majority of Registrable Securities, at any time from and after the holders of not less than 25% percent of any class third anniversary of the Registrable Securities Effective Date, may make a total of two written request requests to the Issuer Company for registration Registration of Registrable Securities under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities held by such holders, provided that at least 25% of such class shall be so registered. Additionally, any Significant Equityholder may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights OfferingSecurities. Any such Registration requested registration shall hereinafter be referred to as a “"Demand Registration.” " Each request for a Demand Registration shall specify the kind and aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. (ii) Within ten days following receipt of any . Upon such request for a Demand Registration, the Issuer Company shall deliver written notice use its best efforts to promptly effect the Registration of such request Registrable Securities under (i) the Securities Act, and (ii) subject to Section 6, the blue sky laws of such jurisdictions as any holder of such Registrable Securities requesting such Registration or any underwriter, if any, may reasonably request. The Company shall also use its best efforts to have all such Registrable Securities registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the holders of a majority of such Registrable Securities to consummate the disposition of such Registrable Securities. Notwithstanding the foregoing, the Company shall not be obligated to effect a Demand Registration if all (but not less than all) of the class or classes shares requested to be registeredregistered could immediately be sold by such holders under Rule 144 under the Securities Act at a price substantially equivalent to the prevailing market price. Thereafter, The final determination of whether all of the Issuer shares could immediately be sold under Rule 144 shall include be made in such Demand Registration any additional good faith by counsel for holders of the Registrable Securities of each such class which after, among other things, considering the holder or holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Issuer within ten days of the Issuer’s having sent the applicable notice to such holder or holders. The failure possible affiliate status of any such holder holder. The Company shall have the burden of establishing that the shares could immediately be sold at a price substantially equivalent to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand Registrationthe prevailing market price. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution of the same. (iii) As promptly as practicable (and, in any event, within 60 days) following receipt of a Any request for a Demand Registration, Registration not effected pursuant to the Issuer provisions of this paragraph shall file a Registration Statement relating to such Demand Registration and shall use its reasonable best efforts to cause such Registration Statement to become effective under not count against the Securities Acttwo requests specified in the preceding paragraph.

Demand by Holders. (i) At any time the holders of not less than 25% percent of any class of the Registrable Securities Subject to Section 2(e), each Initial Holder may make a written request to the Issuer Company for registration of all or any part of the Registrable Securities held by such holders, requesting Holder; provided that at least 25% of such class shall be so registered. Additionally, any Significant Equityholder may make a written request to the Issuer for registration of all or part estimated market value of the Registrable Securities held by such Significant Equityholder and its affiliates if to be so registered is at least $10 million in the time of the written request such Significant Equityholder and its affiliates hold aggregate or not less than 755% of the Registrable Securities they held immediately following Securities; and provided further that Ventas shall be entitled to request a Demand Registration with respect to a Ventas Stockholder Distribution without regard to the closing of the Rights Offeringdollar or percentage limits set forth above. Any such requested registration shall hereinafter be referred to as a “"Demand Registration.” " Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. (ii) Within ten (10) days following receipt of any request for a Demand Registration, the Issuer Company shall deliver written notice of such request to all other holders Holders of Registrable Securities of the class or classes to be registeredSecurities. Thereafter, subject to Section 3(e), the Issuer Company shall include in such Demand Registration any additional Registrable Securities of each such class which the holder Holder or holders Holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Issuer Company within ten (10) days of the Issuer’s Company's having sent given the applicable notice to such holder Holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand RegistrationHolders. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method or methods of distribution of the same. The Company also may elect to include in such registration additional securities of the Company to be registered thereunder, including securities to be sold for the Company's own account or for the account of Persons who are not Holders. (iii) As promptly as practicable (and, in any event, within 60 days) following receipt of a request for a Demand Registration, but in no event later than the Issuer shall later of (x) 180 days following the Effective Date and (y) 60 days following receipt by the Company of such request, the Company shall, subject to the terms hereof and applicable law, use its reasonable best efforts to file a Registration Statement registration statement relating to such Demand Registration and shall use its reasonable best efforts to cause such Registration Statement registration statement to become be declared effective under the Securities Act as soon as practicable thereafter and to keep such registration statement effective for not less than ninety (90) days (or such shorter period during which a prospectus is required to be delivered under the Securities Act).

Demand by Holders. (i) At If, at any time beginning 180 days following the holders of Closing Date, the Company does not less than 25% percent of any class of the otherwise have an effective registration statement on Form S-3 covering a Holder’s Registrable Securities may make on file with the SEC and the Company shall have received a written request request, subject to Section 14, from any Qualified Shareholder (the Issuer for “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or part any portion of the such Requesting Shareholder’s Registrable Securities held by (x) on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”) or (y) on Form S-3 or any similar short-form Registration Statement, which shall include a prospectus supplement to an existing Form S-3 (a “Short-Form Registration”) at such holders, provided time that at least 25% of the Company qualifies to use such class shall be so registered. Additionally, short form Registration Statement (any Significant Equityholder may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights Offering. Any such requested registration shall hereinafter be referred to as Long-Form Registration or Short-Form Registration, a “Demand Registration.” Each request for a Demand Registration shall specify ”), and specifying the kind and aggregate amount of Registrable Securities to be registered and the intended methods method of disposition thereof. , then the Company shall promptly, but in no event later than ten (ii10) Within ten days following receipt Business Days prior to the effective date of any request for a the Registration Statement relating to such Demand Registration, the Issuer shall deliver written give notice of such request (a “Demand Notice”) to all the other holders Holders, specifying the number of Registrable Securities for which the Requesting Shareholder has requested registration under this Section 2(a). During the ten (10) Business Days after receipt of a Demand Notice, all Holders (other than the class or classes Requesting Shareholder) may provide a written request to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered. Thereafter, the Issuer shall include in registered as part of such Demand Registration any additional Registrable Securities of each such class which the holder or holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Issuer within ten days of the Issuer’s having sent the applicable notice to such holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand Registration. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution thereof; provided that, if, on the date of any request by a Qualified Shareholder, the sameCompany qualifies as a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) eligible to file an automatic shelf registration statement on Form S-3 pursuant to Section 3 of this Agreement, the provisions of this Section 2 shall not apply, and the provisions of Section 3 shall apply instead. (iiiii) As promptly as practicable The Company shall file such Registration Statement with the SEC within ninety (and90) days of such request, in any event, within 60 days) following receipt the case of a request for a Demand Long-Form Registration, and thirty (30) days of such request, in the Issuer shall file case of a Registration Statement relating to such Demand Registration Short-Form Registration, and shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities ActAct and the “blue sky” Laws of such jurisdictions as any Participating Shareholder or any underwriter, if any, reasonably requests, as expeditiously as possible, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. (iii) Notwithstanding anything to the contrary in this Section 2(a), (A) the Company shall not be obligated to effect more than two (2) Long-Form Registrations over any three (3) year period at the request of any Holder, (B) from and after the time the Company becomes eligible for a Short-Form Registration, the Holders shall be entitled to effect three (3) Short-Form Registrations per calendar year in the aggregate in addition to the Long-Form Registrations to which they are entitled (which Long-Form Registrations, at the election of the Requesting Shareholder, may be effected as Short-Form Registrations, in which case they will count as Long-Form Registrations for purposes of the preceding clause (A)) and (C) the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds three hundred million dollars ($300,000,000) if pursuant to a Long-Form Registration, or two hundred million dollars ($200,000,000) if pursuant to a Short-Form Registration.

Demand by Holders. (i) At If, at any time after the holders of not less than 25% percent of any class six (6) month anniversary of the Registrable date of the Closing, there is no currently effective Shelf Registration Statement on file with the SEC and the Company shall have received a request, subject to ‎Section 17, from any Qualified Shareholder (the “Requesting Shareholder”) that the Company effect the registration under the Securities may make a written request to the Issuer for registration Act of all or part any portion of the such Requesting Shareholder’s Registrable Securities held by (x) on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”) or (y) on Form S-3 or any similar short-form Registration Statement (a “Short-Form Registration”) if the Company qualifies to use such holders, provided that at least 25% of such class shall be so registered. Additionally, short form Registration Statement (any Significant Equityholder may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights Offering. Any such requested registration shall hereinafter be referred to as Long-Form Registration or Short-Form Registration, a “Demand Registration.” Each request for a Demand Registration shall specify ”), and specifying the kind and aggregate amount of Registrable Securities to be registered and the intended methods method of disposition thereof, then the Company shall promptly, but in no event later than eleven (11) Business Days prior to the effective date of the Registration Statement relating to such Demand Registration, give notice of such request (a “Demand Notice”) to the other Holders, specifying the number of Registrable Securities for which the Requesting Shareholder has requested registration under this ‎Section 2(a). During the ten (10) Business Days after receipt of a Demand Notice, all Holders (other than the Requesting Shareholder) may provide a written request to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered as part of such Demand Registration and the intended method of distribution thereof. (ii) Within ten The Company shall file such Registration Statement with the SEC within ninety (90) days following receipt of any request for such request, in the case of a Demand Long-Form Registration, the Issuer shall deliver written notice and thirty (30) days of such request to all other holders request, in the case of Registrable Securities of the class or classes to be registered. Thereafter, the Issuer shall include in such Demand Registration any additional Registrable Securities of each such class which the holder or holders thereof have requested in writing be included in such Demand a Short-Form Registration, provided that all requests therefor have been received by the Issuer within ten days of the Issuer’s having sent the applicable notice to such holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand Registration. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution of the same. (iii) As promptly as practicable (and, in any event, within 60 days) following receipt of a request for a Demand Registration, the Issuer shall file a Registration Statement relating to such Demand Registration and shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities ActAct and the “blue sky” Laws of such jurisdictions as any Participating Shareholder or any underwriter, if any, reasonably requests, as expeditiously as possible, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. (iii) Notwithstanding anything to the contrary in this ‎Section 2(a), (A) the Company shall not be obligated to effect more than two (2) Long-Form Registrations over any three (3) year period at the request of any Holder, (B) from and after the time the Company becomes eligible for a Short-Form Registration, the Holders shall be entitled to effect two (2) Short-Form Registrations per calendar year in the aggregate in addition to the Long-Form Registrations to which they are entitled (which Long-Form Registrations, at the election of the Requesting Shareholder, may be effected as Short-Form Registrations, in which case they will count as Long-Form Registrations for purposes of the preceding clause (A)) and (C) the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds fifty million dollars ($50,000,000) if pursuant to a Long-Form Registration, or twenty-five million dollars ($25,000,000) if pursuant to a Short-Form Registration.

Demand by Holders. (i) At any time the holders of not less than 25% percent of any class of the Registrable Securities Majority Holders or a Seller Holder may make a written request to the Issuer Arris for registration of (A) all of the Registrable Securities held by such Holders or (B) any part of the Registrable Securities held by such holdersrequesting Holders; provided, provided however, that at least 25% of such class Arris shall not be so registered. Additionally, any Significant Equityholder may make required to effect a written request to Demand Registration unless the Issuer for registration of all or part Holders of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the propose to sell Registrable Securities they held immediately following with an aggregate offering price to the closing public of the Rights Offeringgreater than $25,000,000. Any such requested registration shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. (ii) Within ten (10) days following receipt of any request for a Demand Registration, the Issuer Arris shall deliver written notice of such request to all other holders Holders of Registrable Securities of the class or classes to be registered. Thereafter, the Issuer Arris shall include in such Demand Registration any additional Registrable Securities of each such class which the holder Holder or holders Holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Issuer Arris within ten (10) days of the IssuerArris’s having sent the applicable notice to such holder Holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand RegistrationHolders. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution of the same. Arris shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Majority Holders or the Seller Holder, as the case may be, requesting such Demand Registration, which consent shall not be unreasonably withheld or delayed. (iii) As promptly as practicable (and, in any event, within 60 days) following receipt of a request for a Demand Registration, the Issuer Arris shall file a Registration Statement relating to such Demand Registration and shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities Act. Arris may postpone for up to 60 consecutive days the filing or effectiveness of a Registration Statement for a Demand Registration if the Board of Directors of Arris determines in its reasonable good faith judgment that such Demand Registration would (x) materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving Arris or its subsidiaries; or (y) require premature disclosure of material nonpublic information that Arris has a bona fide business purpose for preserving as confidential. Arris may delay a Demand Registration hereunder only twice in a period of twelve (12) consecutive months.

Demand by Holders. (i) At any time the holders of not less than 25% percent of any class of the Registrable Securities The Majority Holders may make a written request to the Issuer Company for registration of all or any part of the Registrable Securities held by such holdersrequesting Holders. Notwithstanding the foregoing, provided that at least 25% of such class shall be so registered. Additionally, any Significant Equityholder may make a written (i) if the Majority Holders do not request to the Issuer for registration of all or part their Registrable Securities as aforesaid within two years of the date hereof, then each of MacKay Shields LLC, Trust Company of the West, Citicorp Mezzanine III, X.X. xxd the Majority Holders will have the right to one (1) Demand Registration in lieu of the Demand Registration rights of the Majority Holders as provided in the preceding sentence, or (ii) if the Majority Holders request the registration of their Registrable Securities held by such Significant Equityholder and its affiliates if at the time number of Registrable Securities of the written request Initial Holders included in such Significant Equityholder and its affiliates hold registration does not less than 75exceed 90% of the number of Registrable Securities they held immediately requested thereby to be included in such registration statement, then following the closing effectiveness of such registration statement, each of MacKay Shields LLC, Trust Company of the Rights OfferingWest and Citicorp Mezzanine IIX, X.X. shall have the right to one Demand Registration in lieu of the Demand Registration rights of the Majority Holders as provided in the preceding sentence. Any such requested registration shall hereinafter be referred to as a “"Demand Registration.” " Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. Any Demand Registration hereunder shall be required to be effected only if the estimated market value of the Registrable Securities to be so registered exceeds $10 million in the aggregate. (ii) Within ten (10) days following receipt of any request for a Demand Registration, the Issuer Company shall deliver written notice of such request to all other holders Holders of Registrable Securities of the class or classes to be registeredSecurities. Thereafter, subject to Section 2(e), the Issuer Company shall include in such Demand Registration any additional Registrable Securities of each such class which the holder Holder or holders Holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Issuer Company within ten (10) days of the Issuer’s having sent receipt of the applicable Company's notice to by such holder Holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand RegistrationHolders. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method or methods of distribution of the same. The Company also may elect to include in such registration additional securities of the Company to be registered thereunder, including securities to be sold for the Company's own account or for the account of Persons who are not Holders. (iii) As promptly as practicable (and, in any event, within 60 days) following receipt of a request for a Demand RegistrationRegistration in accordance with Section 2(a)(i), the Issuer shall Company shall, subject to the terms hereof and applicable law, use its commercially reasonable efforts to file a Registration Statement registration statement relating to such Demand Registration no more than sixty (60) days following the initial request of a Demand Registration and shall use its commercially reasonable best efforts to cause such Registration Statement registration statement to become be declared effective under the Securities Act as soon as practicable thereafter and to keep such registration statement effective for not less than ninety (90) days (or such shorter period during which a prospectus is required to be delivered under the Securities Act).

Demand by Holders. (i) At any time and from time to time on or after the applicable Trigger Date, the holders of not less than 25% percent a majority of any class of the Registrable Securities may make a written request to the Issuer Company for registration of all or part of the such class of Registrable Securities held by such those holders, ; provided that at least 25% of such class shall be so registered. Additionally, any Significant Equityholder may make a written request to the Issuer for registration of all or part estimated market value of the Registrable Securities held by such Significant Equityholder and its affiliates if of all classes to be so registered thereunder is at least $500,000 in the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights Offeringaggregate. Any such requested registration shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify the class(es) and aggregate amount amount(s) of Registrable Securities to be registered and the intended methods method(s) of disposition distribution thereof. (ii) Within ten five (5) business days following receipt of any request for a Demand Registration, the Issuer Company shall deliver written notice of such request to all other holders of Registrable Securities of the class or classes to be registered. ThereafterSubject to Sections 2.1(e) and 2.1(g), the Issuer Company shall include in such Demand Registration any additional Registrable Securities of each such class which the holder or holders thereof have requested in writing be included in such Demand Registration, provided that all such requests therefor have been received by the Issuer Company within ten (10) business days of the IssuerCompany’s having sent the applicable notice to such holder or holders. The failure of any holders (each such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to including Registrable Securities in such Demand Registration, a “Demanding Holder”). All such requests shall specify the class and aggregate amount and class of Registrable Securities to be registered and the intended method method(s) of distribution distribution. The Company may include in such registration additional securities of the sameclass or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or for the account of Persons who are not holders of Registrable Securities. (iii) As promptly as practicable (practicable, and, in any event, within 60 dayssixty (60) days following receipt of a request for a Demand Registration, the Issuer Company shall file a Registration Statement relating to such Demand Registration and thereafter the Company shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities Act.

Demand by Holders. (i) At any time the holders of not less than 25% percent of any class of the Registrable Securities Majority Holders or a Seller Holder may make a written request to the Issuer Arris HoldCo for registration of (A) all of the Registrable Securities held by such Holders or (B) any part of the Registrable Securities held by such holdersrequesting Holders; provided, provided however, that at least 25% of such class Arris HoldCo shall not be so registered. Additionally, any Significant Equityholder may make required to effect a written request to Demand Registration unless the Issuer for registration of all or part Holders of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the propose to sell Registrable Securities they held immediately following with an aggregate offering price to the closing public of the Rights Offeringgreater than $50,000,000. Any such requested registration shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. (ii) Within ten (10) days following receipt of any request for a Demand Registration, the Issuer Arris HoldCo shall deliver written notice of such request to all other holders Holders of Registrable Securities of the class or classes to be registered. Thereafter, the Issuer Arris HoldCo shall include in such Demand Registration any additional Registrable Securities of each such class which the holder Holder or holders Holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Issuer Arris HoldCo within ten (10) days of the IssuerArris HoldCo’s having sent the applicable notice to such holder Holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand RegistrationHolders. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution of the same. Arris HoldCo shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Majority Holders or the Seller Holder, as the case may be, requesting such Demand Registration, which consent shall not be unreasonably withheld or delayed. (iii) As promptly as practicable (and, in any event, within 60 days) following receipt of a request for a Demand Registration, the Issuer Arris HoldCo shall file a Registration Statement relating to such Demand Registration and shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities Act. Arris HoldCo may postpone for up to 60 consecutive days the filing or effectiveness of a Registration Statement for a Demand Registration if the Board of Directors of Arris HoldCo determines in its reasonable good faith judgment that such Demand Registration would (x) materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving Arris HoldCo or its subsidiaries; or (y) require premature disclosure of material nonpublic information that Arris HoldCo has a bona fide business purpose for preserving as confidential. Arris HoldCo may delay a Demand Registration hereunder only twice in a period of twelve (12) consecutive months.

Demand by Holders. (i) At any time the holders of not less than 25% percent of any class of the Registrable Securities The Majority Holders may make a written request to the Issuer Company for registration of all or any part of the Registrable Securities held by such holdersrequesting Holders. Notwithstanding the foregoing, provided that at least 25% of such class shall be so registered. Additionally, any Significant Equityholder may make a written (i) if the Majority Holders do not request to the Issuer for registration of all or part their Registrable Securities as aforesaid within two years of the date hereof, then each of MacKay Xxxxxxx LLC, Trust Company of the West, Citicorp Mezzanine III, L.P. and the Majority Holders will have the right to one (1) Demand Registration in lieu of the Demand Registration rights of the Majority Holders as provided in the preceding sentence, or (ii) if the Majority Holders request the registration of their Registrable Securities held by such Significant Equityholder and its affiliates if at the time number of Registrable Securities of the written request Initial Holders included in such Significant Equityholder and its affiliates hold registration does not less than 75exceed 90% of the number of Registrable Securities they held immediately requested thereby to be included in such registration statement, then following the closing effectiveness of such registration statement, each of MacKay Xxxxxxx LLC, Trust Company of the Rights OfferingWest and Citicorp Mezzanine III, L.P. shall have the right to one Demand Registration in lieu of the Demand Registration rights of the Majority Holders as provided in the preceding sentence. Any such requested registration shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. Any Demand Registration hereunder shall be required to be effected only if the estimated market value of the Registrable Securities to be so registered exceeds $10 million in the aggregate. (ii) Within ten (10) days following receipt of any request for a Demand Registration, the Issuer Company shall deliver written notice of such request to all other holders Holders of Registrable Securities of the class or classes to be registeredSecurities. Thereafter, subject to Section 2(e), the Issuer Company shall include in such Demand Registration any additional Registrable Securities of each such class which the holder Holder or holders Holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Issuer Company within ten (10) days of the Issuerreceipt of the Company’s having sent the applicable notice to by such holder Holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand RegistrationHolders. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method or methods of distribution of the same. The Company also may elect to include in such registration additional securities of the Company to be registered thereunder, including securities to be sold for the Company’s own account or for the account of Persons who are not Holders. (iii) As promptly as practicable (and, in any event, within 60 days) following receipt of a request for a Demand RegistrationRegistration in accordance with Section 2(a)(i), the Issuer shall Company shall, subject to the terms hereof and applicable law, use its commercially reasonable efforts to file a Registration Statement registration statement relating to such Demand Registration no more than sixty (60) days following the initial request of a Demand Registration and shall use its commercially reasonable best efforts to cause such Registration Statement registration statement to become be declared effective under the Securities Act as soon as practicable thereafter and to keep such registration statement effective for not less than ninety (90) days (or such shorter period during which a prospectus is required to be delivered under the Securities Act).

Demand by Holders. (i) At any time and from time on or after the applicable Release Date, the holders of not less than 25% percent a majority of any class of the Registrable Securities may make a written request to the Issuer Company for registration of all or part of the each such class of Registrable Securities held by such those holders, provided that at least 25% of such class shall be so registered. Additionally, any Significant Equityholder may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights Offering. Any such requested registration shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify the class(es) and aggregate amount amount(s) of Registrable Securities to be registered and the intended methods of disposition distribution thereof. (ii) Within ten five (5) business days following receipt of any request for a Demand Registration, the Issuer Company shall deliver written notice of such request to all other holders of Registrable Securities of the class or classes to be registered. Thereafter, the Issuer Company shall include in such Demand Registration any additional Registrable Securities of each such class which the holder or holders thereof have requested in writing be included in such Demand Registration, provided that all such requests therefor have been received by the Issuer Company within ten (10) business days of the IssuerCompany’s having sent the applicable notice to such holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of holders (each such holder’s rights under Section 2.2(a)(ii) with respect to , including the Registrable Securities in such Demand Registration, a “Demanding Holder”). All such requests shall specify the class and aggregate amount and class of Registrable Securities to be registered and the intended method of distribution distribution. The Company may include in such registration additional securities of the sameclass or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or for the account of Persons who are not holders of Registrable Securities. (iii) As promptly as practicable (practicable, and, in any event, within 60 daysninety (90) days following receipt of a request for a Demand Registration, the Issuer Company shall file a Registration Statement relating to such Demand Registration and thereafter the Company shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities Act.

Demand by Holders. (i) At any time and from time on or after the applicable Release Date, the holders of not less than 25% percent a majority of any class of the Registrable Securities may make a written request to the Issuer Company for registration of all or part of the each such class of Registrable Securities held by such those holders, ; provided that at least 25% of such class shall be so registered. Additionally, any Significant Equityholder may make a written request to the Issuer for registration of all or part estimated market value of the Registrable Securities held by such Significant Equityholder and its affiliates if of all classes to be so registered thereunder is at least $500,000 in the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights Offeringaggregate. Any such requested registration shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify the class(es) and aggregate amount amount(s) of Registrable Securities to be registered and the intended methods of disposition distribution thereof. (ii) Within ten five (5) business days following receipt of any request for a Demand Registration, the Issuer Company shall deliver written notice of such request to all other holders of Registrable Securities of the class or classes to be registered. Thereafter, the Issuer Company shall include in such Demand Registration any additional Registrable Securities of each such class which the holder or holders thereof have requested in writing be included in such Demand Registration, ; provided that all such requests therefor have been received by the Issuer Company within ten (10) business days of the IssuerCompany’s having sent the applicable notice to such holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of holders (each such holder’s rights under Section 2.2(a)(ii) with respect to , including the holder of Registrable Securities identified in such Demand Registration, a “Demanding Holder”). All such requests shall specify the class and aggregate amount and class of Registrable Securities to be registered and the intended method of distribution distribution. The Company may include in such registration additional securities of the sameclass or classes of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or for the account of Persons who are not holders of Registrable Securities. (iii) As promptly as practicable (practicable, and, in any event, within 60 dayssixty (60) days following receipt of a request for a Demand Registration, the Issuer Company shall file a Registration Statement relating to such Demand Registration and thereafter the Company shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities Act.

Demand by Holders. (i) At any time the holders of not less than 25% percent of any class of the Registrable Securities The Majority Holders may make a written request to the Issuer Company for registration of all or any part of the Registrable Securities held by such holdersrequesting Holders. Notwithstanding the foregoing, provided that at least 25% of such class shall be so registered. Additionally, any Significant Equityholder may make a written (i) if the Majority Holders do not request to the Issuer for registration of all or part their Registrable Securities as aforesaid within two years of the date hereof, then each of MacKay Xxxxxxx LLC, Trust Company of the West, Citicorp Mezzanine III, L.P. and the Majority Holders will have the right to one (1) Demand Registration in lieu of the Demand Registration rights of the Majority Holders as provided in the preceding sentence, or (ii) if the Majority Holders request the registration of their Registrable Securities held by such Significant Equityholder and its affiliates if at the time number of Registrable Securities of the written request Initial Holders included in such Significant Equityholder and its affiliates hold registration does not less than 75exceed 90% of the number of Registrable Securities they held immediately requested thereby to be included in such registration statement, then following the closing effectiveness of such registration statement, each of MacKay Xxxxxxx LLC, Trust Company of the Rights OfferingWest and Citicorp Mezzanine III, L.P. shall have the right to one Demand Registration in lieu of the Demand Registration rights of the Majority Holders as provided in the preceding sentence. Any such requested registration shall hereinafter be referred to as a “"Demand Registration.” " Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. Any Demand Registration hereunder shall be required to be effected only if the estimated market value of the Registrable Securities to be so registered exceeds $10 million in the aggregate. (ii) Within ten (10) days following receipt of any request for a Demand Registration, the Issuer Company shall deliver written notice of such request to all other holders Holders of Registrable Securities of the class or classes to be registeredSecurities. Thereafter, subject to Section 2(e), the Issuer Company shall include in such Demand Registration any additional Registrable Securities of each such class which the holder Holder or holders Holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Issuer Company within ten (10) days of the Issuer’s having sent receipt of the applicable Company's notice to by such holder Holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand RegistrationHolders. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method or methods of distribution of the same. The Company also may elect to include in such registration additional securities of the Company to be registered thereunder, including securities to be sold for the Company's own account or for the account of Persons who are not Holders. (iii) As promptly as practicable (and, in any event, within 60 days) following receipt of a request for a Demand RegistrationRegistration in accordance with Section 2(a)(i), the Issuer shall Company shall, subject to the terms hereof and applicable law, use its commercially reasonable efforts to file a Registration Statement registration statement relating to such Demand Registration no more than sixty (60) days following the initial request of a Demand Registration and shall use its commercially reasonable best efforts to cause such Registration Statement registration statement to become be declared effective under the Securities Act as soon as practicable thereafter and to keep such registration statement effective for not less than ninety (90) days (or such shorter period during which a prospectus is required to be delivered under the Securities Act).

Demand by Holders. (i) At any time Subject to the holders conditions of not less than 25% percent of any class of this Section 2.1, if the Registrable Securities may make Company shall receive a written request from Holders of Registrable Securities (the “Initiating Holders”) that the Company file a Registration Statement covering the registration of (x) Registrable Securities having an anticipated aggregate offering price (based on the closing market price on the Business Day prior to the Issuer for registration day on which such request is made) of at least $25,000,000 or (y) all or part of the remaining Registrable Securities held by such holders, provided that at least 25% of such class shall be so registered. Additionally, any Significant Equityholder may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights Offering. Any (each such requested registration shall hereinafter be referred to as Registration, a “Demand Registration.” ”), the Company shall deliver a Demand Notice in accordance with Section 2.1(b) and shall use its reasonable best efforts to, no later than the date that is (i) 90 days after the Closing Date and (ii) 30 days after the date of such written request, file a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) in a manner to cause it to be an Automatic Shelf Registration Statement; provided, however, that the Company shall be permitted, without it being deemed to be a Demand Suspension pursuant to Section 2.1(g), in its sole discretion to delay such filing of a Registration Statement (or the subsequent filing of any preliminary Prospectus or Prospectus under such Registration Statement requested within 15 days of the end of a fiscal quarter) until the date of filing of its next successive periodic report with the SEC (whether such report is a quarterly report on Form 10-Q or annual report on Form 10-K) (such report, the “Upcoming SEC Filing”) or, if earlier, the date on which the Company would be required under SEC rules to make such Upcoming SEC Filing (including any grace period permitted under Rule 12b-25 under the Exchange Act), as a result of being required by any such proposed filing to make any Adverse Disclosure. The Company hereby represents to the Holders that it is a Well-Known Seasoned Issuer and is eligible to use Form S-3, that the Shelf Registration Statement will be an Automatic Shelf Registration Statement and that the Shelf Registration Statement will be effective upon the filing thereof with the SEC. The Registration Statement shall contain a form of Prospectus for secondary and, if desired by the Company, primary offerings. The Company consents to the use of such Prospectus, as appropriately supplemented in connection with the relevant offering, by the Holders in connection with offers and sales of Registrable Securities subject to, and only to the extent permitted by, the terms and conditions of this Agreement and the compliance by the Holders with the terms thereof. Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered Registered and the intended methods of disposition thereof. . Without limiting the generality of the foregoing, if the Registration Statement is an Automatic Shelf Registration Statement at the time the Company files with the SEC its annual report on Form 10-K (iior on the due date of such report in the event the annual report on Form 10-K is not filed by the due date thereof) Within ten days following receipt of any request for and the Company determines that it is no longer a Demand RegistrationWell-Known Seasoned Issuer, the Issuer Company shall deliver written notice of such request to all other holders of Registrable Securities of amend the class or classes to be registered. Thereafter, the Issuer shall include in such Demand Registration any additional Registrable Securities of each such class which the holder or holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Issuer within ten days of the Issuer’s having sent the applicable notice to such holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand Registration. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution of the same. (iii) As promptly as practicable (and, in any event, within 60 days) following receipt of a request for a Demand Registration, the Issuer shall file a Registration Statement relating to such Demand Registration and shall use its reasonable best efforts to cause such Registration Statement to become effective under convert it to the Securities Actform of registration statement that the Company is then eligible to use.

Demand by Holders. (i) At If, at any time the holders Company does not otherwise have an effective registration statement covering offerings of not less than 25% percent of any class of the a Holder’s Registrable Securities may make to be made on a written request continuous basis pursuant to pursuant to Rule 415 on file with the Issuer for Commission, and the Company shall have received a request, subject to Section 15, from any Qualified Shareholder (the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or part any portion of the such Requesting Shareholder’s Registrable Securities held by (x) on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”) or (y) on Form S-3 or any similar short-form Registration Statement, which shall include a prospectus supplement to an existing Form S-3 (a “Short-Form Registration”) if the Company qualifies to use such holders, provided that at least 25% of such class shall be so registered. Additionally, short-form Registration Statement (any Significant Equityholder may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights Offering. Any such requested registration shall hereinafter be referred to as Long-Form Registration or Short-Form Registration, a “Demand Registration.” Each request for a Demand Registration shall specify ”), and specifying the kind and aggregate amount of Registrable Securities to be registered and the intended methods method of disposition thereof. , then the Company shall promptly, but in no event later than ten (ii10) Within ten days following receipt Business Days prior to the effective date of any request for a the Registration Statement relating to such Demand Registration, the Issuer shall deliver written give notice of such request (a “Demand Notice”) to all the other holders Holders, specifying the number of Registrable Securities for which the Requesting Shareholder has requested registration under this Section 2(a). During the ten (10) Business Days after receipt of a Demand Notice, all Holders (other than the class or classes Requesting Shareholder) may provide a written request to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered. Thereafter, the Issuer shall include in registered as part of such Demand Registration any additional Registrable Securities of each such class which the holder or holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Issuer within ten days of the Issuer’s having sent the applicable notice to such holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand Registration. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution thereof; provided that, if, on the date of any request by a Qualified Shareholder, the sameCompany qualifies as a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) eligible to file an automatic Shelf Registration Statement on Form S-3 pursuant to Section 3 of this Exhibit, the provisions of this Section 2 shall not apply, and the provisions of Section 3 shall apply instead. (iiiii) As promptly as practicable The Company shall file such Registration Statement with the Commission within ninety (and90) days of such request, in any event, within 60 days) following receipt the case of a request for a Demand Long-Form Registration, and thirty (30) days of such request, in the Issuer shall file case of a Registration Statement relating to such Demand Registration Short-Form Registration, and shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities ActAct and the “blue sky” Laws of such jurisdictions as any Participating Shareholder or any underwriter, if any, reasonably requests, as expeditiously as possible, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. (iii) Notwithstanding anything to the contrary in this Section 2(a), (A) the Company shall not be obligated to effect more than two (2) Long-Form Registrations over any three (3) year period at the request of the Holders, (B) from and after the time the Company becomes eligible for a Short-Form Registration, the Holders shall be entitled to effect three (3) Short-Form Registrations per calendar year in the aggregate in addition to the Long-Form Registrations to which they are entitled (which Long-Form Registrations, at the election of the Requesting Shareholder, may be effected as Short-Form Registrations, in which case they will count as Long-Form Registrations for purposes of the preceding clause (A)) and (C) the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration (after giving effect to any withdrawals pursuant to Section 2(b)) equals or exceeds five hundred million dollars ($500,000,000) if pursuant to a Long-Form Registration, or three hundred million dollars ($300,000,000) if pursuant to a Short-Form Registration.

Demand by Holders. (i) At any time the holders of not less than 25% percent of any class of the Registrable Securities and from time to time, a Holder or Holders may make a written request to the Issuer for registration of (a "Demand Notice") to use commercially reasonable efforts to register (a "Demand Registration") all or part of the Registrable Securities held by such holdersit; provided, provided however, that at least 25% of such class (A) the Issuer shall not be so registered. Additionally, any Significant Equityholder may required to make a written request to Demand Registration if the Issuer for registration of all or part estimated market value of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not to be so registered is less than 75% of $10 million in the Registrable Securities they held immediately following aggregate and (B) the closing of the Rights OfferingIssuer shall not be required to file a Demand Registration Statement prior to November 23, 2001. Any such requested registration shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. (ii) Within ten days Promptly following receipt of any request for a Demand RegistrationNotice, the Issuer shall deliver written notice of such request to all other holders Holders of Registrable Securities of the class or classes to be registeredSecurities. Thereafter, the Issuer shall include in such Demand Registration any additional Registrable Securities of each such class which the holder Holder or holders Holders thereof have requested in writing be included in such Demand Registration, ; provided that all requests therefor have been received by the Issuer within ten days fifteen (15) Business Days of the Issuer’s 's having sent the applicable notice to such holder Holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand RegistrationHolders. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution of the samesame and all such Holders shall be deemed to have jointly issued the Demand Notice. (iii) As Subject to Section 2.2(a)(i)(B), as promptly as practicable (and, in any event, within 60 days) following receipt of a request for a Demand Registration, the Issuer shall file a Registration Statement relating to such Demand Registration (the "Demand Registration Statement") and shall use its reasonable best efforts to cause such Registration Statement promptly to become be declared effective under the Securities ActAct and the securities or "Blue Sky" laws of each state and other jurisdiction of the United States as any Holder of Registrable Securities being registered under such Registration or any underwriter, if any, reasonably requests in a manner consistent with Issuer's obligations under Section 2.4(a)(ix) of this Agreement.

Demand by Holders. (i) At If, at any time the holders Company does not otherwise have an effective registration statement covering offerings of not less than 25% percent of any class of the a Holder’s Registrable Securities to be made on a continuous basis pursuant to Rule 415 on file with the Commission, and the Company shall have received a written request, subject to Section 16, from any Qualified Stockholder (the “Requesting Stockholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Stockholder’s Registrable Securities (x) on Form S-l or any similar long-form Registration Statement (a “Long-Form Registration”) or (y) on Form S-3 or any similar short-form Registration Statement, which shall include a prospectus supplement to an existing Form S-3 (a “Short-Form Registration”) if the Company qualifies to use such short-form Registration Statement (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”), and specifying the kind and aggregate amount of Registrable Securities such Requesting Stockholder wishes to register and the intended method of disposition thereof, then the Company shall, in no event later than ten (10) Business Days following receipt of such written request, give notice of such request (a “Demand Notice”) to the other Holders, specifying the kind and aggregate amount of Registrable Securities for which the Requesting Stockholder has requested registration under this Section 2(a). During the ten (10) Business Days after receipt of a Demand Notice, all Holders (other than the Requesting Stockholder) may make provide a written request to the Issuer for registration of all or part of the Registrable Securities held by such holdersCompany, provided that at least 25% of such class shall be so registered. Additionally, any Significant Equityholder may make a written request to the Issuer for registration of all or part of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights Offering. Any such requested registration shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify specifying the aggregate amount of Registrable Securities held by such Holders that such Holders wish to be registered register as part of such Demand Registration. Notwithstanding anything to the contrary in this Section 2(a)(i), if, on the date of any request by a Qualified Stockholder, the Company qualifies as a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) and is eligible to file an automatic Shelf Registration Statement on Form S-3 pursuant to Section 3, the provisions of this Section 2 shall not apply, and the intended methods provisions of disposition thereofSection 3 shall apply instead. (ii) Within ten The Company shall file such Registration Statement with the Commission within ninety (90) days following of receipt of any request for the Demand Notice, in the case of a Demand Long-Form Registration, the Issuer shall deliver written notice and thirty (30) days of such request to all other holders of Registrable Securities receipt of the class or classes to be registered. ThereafterDemand Notice, in the Issuer shall include in such Demand Registration any additional Registrable Securities case of each such class which the holder or holders thereof have requested in writing be included in such Demand a Short-Form Registration, provided that all requests therefor have been received by the Issuer within ten days of the Issuer’s having sent the applicable notice to such holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand Registration. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution of the same. (iii) As promptly as practicable (and, in any event, within 60 days) following receipt of a request for a Demand Registration, the Issuer shall file a Registration Statement relating to such Demand Registration and shall use its commercially reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities ActAct and the “blue sky” Laws of such jurisdictions as any Participating Stockholder or any underwriter, if any, reasonably requests, as expeditiously as possible, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. (iii) Notwithstanding anything to the contrary in this Section 2(a), (A) the Company shall not be obligated to effect more than two (2) Long-Form Registrations over any three (3) year period at the request of the Qualified Stockholders, (B) from and after the time the Company becomes eligible for a Short-Form Registration, the Qualified Stockholders shall be entitled to effect three (3) Short-Form Registrations per calendar year in the aggregate in addition to the Long-Form Registrations to which they are entitled (which Long-Form Registrations, at the election of the Requesting Stockholder or the Company, may be effected as Short-Form Registrations, in which case they will count as Long-Form Registrations for purposes of the preceding clause (A)) and (C) the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration (after giving effect to any withdrawals pursuant to Section 2(b)) equals or exceeds one hundred million U.S. dollars ($100,000,000) if pursuant to a Long-Form Registration, or fifty million U.S. dollars ($50,000,000) if pursuant to a Short-Form Registration.

Demand by Holders. (i) At any time the holders of not less than 25% percent of any class of the Registrable Securities Majority Holders or an Investor Holder may make a written request to the Issuer Arris HoldCo for registration of (A) all of the Registrable Securities held by such Holders or (B) any part of the Registrable Securities held by such holdersrequesting Holders; provided, provided however, that at least 25% of such class Arris HoldCo shall not be so registered. Additionally, any Significant Equityholder may make required to effect a written request to Demand Registration unless the Issuer for registration of all or part Holders of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the propose to sell Registrable Securities they held immediately following with an aggregate offering price to the closing public of the Rights Offeringgreater than $25,000,000. Any such requested registration shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. (ii) Within ten (10) days following receipt of any request for a Demand Registration, the Issuer Arris HoldCo shall deliver written notice of such request to all other holders Holders of Registrable Securities of the class or classes to be registered. Thereafter, the Issuer Arris HoldCo shall include in such Demand Registration any additional Registrable Securities of each such class which the holder Holder or holders Holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Issuer Arris HoldCo within ten (10) days of the IssuerArris HoldCo’s having sent the applicable notice to such holder Holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand RegistrationHolders. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution of the same. Arris HoldCo shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Majority Holders or the Investor Holder, as the case may be, requesting such Demand Registration, which consent shall not be unreasonably withheld or delayed. (iii) As promptly as practicable (and, in any event, within 60 days) following receipt of a request for a Demand Registration, the Issuer Arris HoldCo shall file a Registration Statement relating to such Demand Registration and shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities Act. Arris HoldCo may postpone for up to 60 consecutive days the filing or effectiveness of a Registration Statement for a Demand Registration if the Board of Directors of Arris HoldCo determines in its reasonable good faith judgment that such Demand Registration would (x) materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving Arris HoldCo or its subsidiaries; or (y) require premature disclosure of material nonpublic information that Arris HoldCo has a bona fide business purpose for preserving as confidential. Arris HoldCo may delay a Demand Registration hereunder only twice in a period of twelve (12) consecutive months.

Demand by Holders. (i) At any time after three hundred sixty days (360) following the holders of not less than 25% percent of any class of Closing, the Registrable Securities Investors' Representatives may make a written request to the Issuer Company for registration Registration of all or part of the outstanding Registrable Securities held by such the Investors and any other holders, provided provided, that the estimated market value of such Registrable Securities is at least 25% of such class shall be so registered. Additionally, any Significant Equityholder may make a written request to US$15 million in the Issuer for registration of all or part of the Registrable Securities held by such Significant Equityholder and its affiliates if at the time of the written request such Significant Equityholder and its affiliates hold not less than 75% of the Registrable Securities they held immediately following the closing of the Rights Offeringaggregate. Any such requested registration Registration shall hereinafter be referred to as a “"Demand Registration.” " Each request for a Demand Registration shall specify the class and the aggregate amount of Registrable Securities to be registered Registered and the intended methods of disposition thereof. (ii) Within ten five (5) days following receipt of any request for a Demand Registration, the Issuer Company shall deliver written notice of such request to all other holders of Registrable Securities of the class or classes to be registered. Thereafter, the Issuer Company shall include in such Demand Registration any additional Registrable Securities of each such class which that the holder or holders thereof have requested in writing be included in such Demand Registration; provided, provided that all requests therefor therefore have been received by the Issuer Company within ten (10) days of the Issuer’s Company's having sent the applicable notice to such holder or holders. The failure of any such holder to respond within such ten-day period shall be deemed to be a waiver of such holder’s rights under Section 2.2(a)(ii) with respect to such Demand Registration. All such requests shall specify the aggregate amount and class of Registrable Securities to be registered and the intended method of distribution of the same. The Company may not, without the prior written consent of the Investors' Representatives, include in such Registration additional securities of the class or classes of the Registrable Securities to be registered hereunder, including securities to be sold for the Company's own account or for the account of Persons who are not holders. (iii) As The Company shall file, as promptly as practicable (and, in any event, within 60 ninety (90) days) following receipt of a request for a Demand Registration, the Issuer shall file a Registration Statement relating to such Demand Registration (a "Demand Registration Statement"), and shall use its reasonable best efforts to cause such Demand Registration Statement promptly to become be declared effective under the Securities Act, the "Blue Sky" laws of such jurisdiction as the Investors' Representatives or underwriter(s), if any, reasonably request, or any other Law, as applicable, and cause such Demand Registration Statement to remain effective for a period of not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn).