Common use of Demand Registration Right Clause in Contracts

Demand Registration Right. Beginning after June 1, 1999, the ------------------------- Holder shall have one right to demand, by providing written notice to the Company (the "Demand Registration Right"), that the Company file a registration statement on Form S-3 to register Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration Statement"). The Company agrees to use its best efforts (i) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after its effectiveness. The Holder agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by the Company that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise Price.

Demand Registration Right. Beginning after June 1, 1999, the ------------------------- Holder shall have one right to demand, by providing written notice to the Company (the "Demand Registration Right"), that the Company file a registration statement on Form S-3 to register Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration Statement"). The Company agrees to use its best efforts (i) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after its effectiveness. The Holder agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by the Company that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise Price.

Demand Registration Right. Beginning (a) The Company covenants and agrees with each Holder of Registrable Securities that if on or after June 1August 25, 19992003, the ------------------------- Holder shall have one right to demand, by providing Company receives a written notice to the Company (the "Demand Registration Right"), that the Company file a registration statement on Form S-3 to register Warrant Shares for resale by the Holder in an offering that is request from Holders of not underwritten (the "Registration Statement"). The Company agrees to use its best efforts (i) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt less than 30% of the Holder's notice of its exercise of the Demand Registration Rightthen outstanding Registrable Securities, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of then within sixty (60) days after receipt of such notice (the 60th day after such notice, the "Filing Date") the Company shall use its effectivenessbest efforts to file a Registration Statement and cause such Registration Statement to become effective under the Securities Act at the earliest possible date after such notice (such date, the "Effectiveness Date") with respect to the offering and sale or other disposition of such Registrable Securities as such Holders desire to have covered by such Registration Statement. The Holder agrees that it will cease making offers and sales under Company shall use its best efforts to continuously maintain the effectiveness of such Registration Statement until the earlier of (i) 270 days after the effective date of the Registration Statement upon or (ii) the giving consummation of any notice the distribution by the Holders of all of the Registrable Securities covered by such Registration Statement (the "NoticeEffectiveness Period") ). The Company shall not include any securities other than the Registrable Securities in any such Registration Statement pursuant to any "piggyback" or similar registration rights granted by the Company that without the consent of the Holders of a majority of the Registrable Securities to be covered by such Registration Statement must be amended or supplementedStatement. If Notwithstanding anything in this Agreement to the contrary, (A) the Company shall give not be required to effect more than one registration pursuant to this Section 2.1. (B) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect such registration pursuant to this Section 2.1(a) unless such underwriting shall be conducted on a "firm commitment" basis, and (C) any Holder whose Registrable Common Stock was to be included in any such registration, by written notice to the Company, may withdraw such request and, if upon receipt of such notice of the withdrawal of such request the Holders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Common Stock to initiate a request under this Section 2.1(a), then the Company shall not effect such registration and such registration shall not be deemed effected for the purpose of clause (A) above. Each notice to the Company requesting registration to be effected shall set forth (1) the number of Exchange Shares to be included; (2) the name of the Holders of the Registrable Securities and the amount to be sold; and (3) the proposed manner of sale. Within 10 (ten) days after receipt of such notice, the Company will agree shall notify each Holder of Registrable Securities who is not a party to keep the written notice served on the Company (or the transferee(s) of such Holder) and offer to them the opportunity to include their Registrable Securities in such registration. A Registration Statement effective after will not count as complying with the terms hereof unless it is amended declared effective by the SEC and remains continuously effective for the Effectiveness Period. (b) Each Holder of Registrable Securities agrees, if requested by the managing underwriter or supplemented for underwriters in an underwritten offering, not to effect any public sale or distribution of Registrable Securities or of securities of the Company of the same class as any securities included in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the 10-day period prior to, and during the 180-day period beginning on, the closing date of time equal each underwritten offering made pursuant to such Registration Statement, to the sum extent timely notified in writing by the Company or the managing underwriter or underwriters. (c) The foregoing provisions of (iSection 2.1(b) the number shall not apply to any Holder of days beginning with Registrable Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of any applicable class of Registrable Securities commencing on the date of the Notice sale of such applicable class of Registrable Securities unless it has provided 45 days prior written notice of such sale or distribution to the date the Holder has received an effective amended prospectus underwriter or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise Priceunderwriters.

Demand Registration Right. Beginning If the Company receives at any time after June 1the date that is six (6) months from the Effective Date, 1999a written request (a “Demand Request”) from the Stockholder that the Company register any such Registrable Securities, then the Company shall agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 1.B. effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the “Demand Filing Date”), a Registration Statement (the “Demand Registration Statement”) covering such Registrable Securities which the Company has been so requested to register by the Stockholder, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 1.B. involves an underwritten public offering, the ------------------------- Holder shall Stockholder registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Stockholders, prior to the time it would otherwise have one right been required to demandfile such Demand Registration Statement or take such action pursuant to this Section 1.B., by providing written notice stating that the Board has determined in good faith that the filing of such Demand Registration Statement would be seriously detrimental to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a “Valid Business Reason”) and that it is therefore essential to defer the "filing of the Demand Registration Right")Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12)-month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a registration statement on Form S-3 for securities to register Warrant Shares be issued and sold for resale by its own account or for that of anyone other than the Holder in an offering that is not underwritten (the "Registration Statement")Stockholders. The Company agrees shall only be obligated to use its best efforts effect one (i1) Demand Request pursuant to file the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after its effectiveness. this Section 1.B. The Holder agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by the Company that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder Stockholder shall have the right to cancel a Cashless Exercise (as defined in Exhibit A attached hereto) proposed registration of Registrable Securities pursuant to this Section 1.B when the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Stockholder at the time of the Warrant Shares provided that the then current Market Price (Demand Request. Such cancellation of a registration shall be made in writing and shall not be counted as defined in Exhibit A attached hereto) exceeds the then current Exercise Pricea Demand Request.

Demand Registration Right. Beginning after June 1(a) Each Holder or group of Holders, 1999which collectively hold an aggregate of at least five percent of the Common Stock (collectively, the ------------------------- Holder shall have one right to demand, by providing written notice to the Company (the "Demand Registration Right"“Initiating Holders”), may make a written request (specifying the intended method of disposition and the amount of Registrable Securities proposed to be sold) that the Company file effect, and the Company shall use its reasonable best efforts to effect, a registration statement on Form S-3 of its Common Stock (a “Demand Registration”) of all or any requested portion of the Registrable Securities collectively held by such Members (subject to register Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration Statement"SECTION 2.4(a)). The Company agrees shall not be obligated to use effect a Demand Registration if the Registrable Securities requested by the Initiating Holder to be registered have an estimated aggregate public offering price (before deduction of any underwriting discounts and commissions) of less than twenty five million dollars ($25,000,000). If the Board of Directors, in its best efforts good faith judgment, determines that any registration of the Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a “Valid Business Reason”), the Company may (i) to file the postpone filing a Registration Statement with relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and eighty (180) days, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Securities Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, acting in good faith, may cause such Registration Statement to be withdrawn and Exchange Commission ("SEC") its effectiveness terminated; provided, however, that a new Registration Statement is filed within one hundred and eighty (180) days thereafter, or may postpone amending or supplementing such Registration Statement, but in no event for more than one hundred and eighty (180) days; provided, however, that if the registration of receipt Registrable Securities is postponed pursuant to clause (i), the Company shall not be permitted to register under the Securities Act any Common Stock of the Holder's Company owned by other Holders of the Company during any such postponement. The Company shall give written notice of its exercise of the Demand Registration Right, (ii) determination to obtain the effectiveness of the postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this SECTION 2.1 more than once in any twelve (iii12) to keep such month period. For the avoidance of doubt, any postponement or withdrawal of a Registration Statement effective shall result in the related registration of Registrable Securities not constituting a Demand Registration for purposes of SECTION 2.3 hereof. (b) The Company shall use its reasonable best efforts to cause such Demand Registration to be in the form of a period of sixty (60) days after its effectiveness. The Holder agrees that it will cease making offers firm commitment underwritten offering and sales under the Registration Statement upon managing underwriter or underwriter selected for such offering shall be selected by the giving of any notice Initiating Holders (the "Notice") “IM Underwriter”). In connection with any Demand Registration under this SECTION 2.1 involving an underwritten offering, none of the Registrable Securities held by an Initiating Holder making a request for inclusion of such Registrable Securities shall be included in such underwritten offering unless such Initiating Holder accepts the terms of the offering as agreed upon by the Company that and the Registration Statement must IM Underwriter, such terms to be amended or supplemented. If in an underwriting agreement in customary form, and then only in such quantity as will not, in the reasonable determination of the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning based on discussions with the date IM Underwriter, jeopardize the success of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise Pricesuch offering.

Demand Registration Right. Beginning after June 1(a) At any time and from time to time, 1999commencing upon the expiration of the Lock Up Period, and ending twelve (12) calendar months from the date on which the Ordinary Shares have been registered under the Exchange Act, each of the Reference A Shareholders and the Reference B Shareholders (or, in either case, one or more members thereof acting together) may request registration under the Securities Act of all or any portion of the Registrable Securities representing in the aggregate not less than ten percent (10%) of the issued and outstanding Ordinary Shares beneficially owned by the Reference A Shareholders taken as a whole or the Reference B Shareholders taken as a whole, as applicable, on Form F-1 or S-1 or any successor form thereto (each a “Long-Form Registration”); provided, however, that a Long-Form Registration may be requested for Registrable Securities representing in the aggregate less than ten percent (10%) of the issued and outstanding Ordinary Shares held by such Reference Shareholder taken as a whole, if the request consists of all remaining Registrable Securities held by that Reference Shareholder as a group. During the first twelve (12) calendar months from the date on which the Ordinary Shares have been registered under the Exchange Act, each of the Reference A Shareholders as a group and the Reference B Shareholders as a group may make only one demand for a Long-Form Registration under this Agreement; provided, that a Registration Statement shall not count as a registration requested under this Section 2.01(a) unless and until it has become effective. The request for the Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the ------------------------- Holder Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have one right twenty (20) days from the date such notice is given to demand, by providing written notice to notify the Company (the "Demand Registration Right"), that the Company file a registration statement on Form S-3 in writing of their desire to register Warrant Shares for resale by the Holder be included in an offering that is not underwritten (the "Registration Statement")such registration. The Company agrees to use its best efforts shall cause a Registration Statement on Form F-1 or S-1 (ior any successor form) to file the Registration Statement be filed with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after the date on which the initial request is given and shall use its effectivenesscommercially reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. (b) After the Initial Public Offering or the Listing, and commencing twelve (12) calendar months after the Ordinary Shares have been registered under the Exchange Act, the Company shall use its best efforts to qualify and remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form F-3 or S-3 or any successor form thereto. At such time as the Company shall have qualified for the use of a Registration Statement on Form F-3 or S-3, each of the Reference A Shareholders and the Reference B Shareholders (or, in either case, one or more members thereof acting together) shall have the right to request an unlimited number of registrations, each of all or any portion of the Registrable Securities in the aggregate not less than ten percent (10%) of the issued and outstanding Ordinary Shares beneficially owned by the Reference A Shareholders taken as a whole or the Reference B Shareholders taken as a whole, as applicable, on Form F-3 or S-3 or any similar short- form registration (each a “Short-Form Registration” and, together with each Long-Form Registration, a “Demand Registration”); provided, however, that a Short-Form Registration may be requested for Registrable Securities representing in the aggregate less than ten percent (10%) of the issued and outstanding Ordinary Shares held by such Reference Shareholder taken as a whole, if the request consists of all remaining Registrable Securities held by that Reference Shareholder as a group. After the Initial Public Offering or the Listing, and commencing twelve (12) calendar months after the Ordinary Shares have been registered under the Exchange Act, if, at any time, the Company shall not qualify or remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form F-3 or S-3 or any successor form thereto, each of the Reference A Shareholders as a group and the Reference B Shareholders as a group shall have the right to request one (1) Long-Form Registration during each twelve (12) calendar month period during which such lack of qualification shall continue, with the initial such period commencing on the date on which the Company shall not qualify or remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form F-3 or S-3 or any successor form thereto; provided, that a Registration Statement shall not count as such a registration requested unless and until it has become effective. Each Demand Registration request shall specify the approximate number of Registrable Securities requested to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Holder agrees Company shall cause a Registration Statement on Form F-3 or S-3 (or any successor form) to be filed with the Commission within sixty (60) days after the date on which the initial request is given and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. If requested as a Short-Form Registration by the Reference A Shareholders or the Reference B Shareholders (or one or more members thereof acting together), the Company shall file a shelf Registration Statement under Rule 415 covering the sale of Registrable Securities from time to time in one or more transactions to be described in a Prospectus supplement. In such event, once the shelf Registration Statement is effective, the Company shall, upon demand, prepare and timely file Prospectus supplements requested by the holders of Registrable Securities participating in such registration, necessary for all such sales to proceed; provided that it will cease making offers the provisions set out in Sections 2.01(c) (other than the first sentence), (d), (e) and sales (f), shall apply to any demand for a Prospectus supplement under this section. (c) The Company shall not be obligated to effect any Demand Registration within sixty (60) days after the effective date of a previous Demand Registration or a previous Piggyback Registration (as defined below) in which holders of Registrable Securities were permitted to register, and actually sold, at least fifty percent (50%) of the Registrable Securities requested to be included therein. The Company may postpone for up to thirty (30) days the filing or effectiveness of a Registration Statement for a Demand Registration if the Company’s Board determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a material acquisition, corporate organization or other similar transaction involving the Company (a “Valid Business Reason”); (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided that in such event the holders of a majority of the Registrable Securities initiating such Demand Registration Statement upon shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the giving of any notice (the "Notice") by permitted Demand Registrations hereunder and the Company that shall pay all registration expenses in connection with such registration. The Company may delay a Demand Registration hereunder no more than 90 days, in the aggregate, in any period of 365 consecutive days, and the Company shall give notice to Shareholders of its determination to postpone a Registration Statement must be amended or supplementedStatement. If the Company shall give any such noticenotice of postponement of any Registration Statement pursuant to this Section 2.01, the Company will agree shall not, during the period of postponement, register any equity security of the Company, other than pursuant to keep the a Registration Statement effective on Form F-4 or Form S-8 (or otherwise in connection with any employee benefits plan). If the Company shall give any notice of postponement of a Registration Statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice notice notifying the Shareholders of the postponement), use its commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Securities covered by the postponed Registration Statement in accordance with this Section 2.01 (unless the holders of a majority of the Registrable Securities initiating such Demand Registration shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (d) If the holders of a majority of the Registrable Securities included in a Demand Registration elect to distribute the Registrable Securities covered by their request through an underwriter or broker or dealer, they shall so advise the Company. The holders of a majority of the Registrable Securities included in such Demand Registration shall select the investment banking firm or firms to act as the managing underwriter or underwriters or broker or dealer in connection with such offering, provided that such selection shall be subject to the date consent of the Holder has received Company, which consent shall not be unreasonably withheld or delayed. (e) If a Demand Registration involves an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less underwritten offering and the managing underwriter of the requested Demand Registration advises the Company and the holders of Registrable Securities in writing that in its opinion the number of days Ordinary Shares proposed to be included in the Demand Registration, including all Registrable Securities and all other Ordinary Shares proposed to be included in such underwritten offering, exceeds the number of Ordinary Shares which can be sold in such underwritten offering and/or the number of Ordinary Shares proposed to be included in such registration would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration Statement was useable (i) first, the number of Ordinary Shares that the holders of Registrable Securities propose to sell, and (ii) second, the number of Ordinary Shares proposed to be included therein by any other Persons (including Ordinary Shares to be sold for the Holder prior to account of the NoticeCompany and/or other holders of Ordinary Shares) allocated among such Persons in such manner as they may agree. If the Registration Statement is not filed managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder or in such other manner as they may agree. (f) The Company shall be obligated to cooperate with the SEC by the Shareholders and provide its officers for (i) two multi-day marketed roadshows and other customary marketing activities (including one-on-one hundred eightieth (180th) day after the Company's receipt meetings with prospective purchasers of the Holder's notice of its exercise Registrable Securities) for each of the Reference A Shareholders as a group and the Reference B Shareholders as a group during any 365-day period, with the initial period commencing on the date on which the Ordinary Shares have been registered under the Exchange Act, and (ii) a reasonable number of marketing calls for each one-day or overnight offering (including block trades) by each of the Reference A Shareholders and the Reference B Shareholders, including any bank-executed sales in connection with a Hedging Transaction by either Reference Shareholder. To the extent one Reference Shareholder has made a demand for a Demand Registration Rightincluding a multi-day marketed roadshow, and the Holder other Reference Shareholder joins in that demand pursuant to Section 2.01(b), including for such multi-day marketed roadshow, such roadshow shall have the right to a Cashless Exercise (count as defined in Exhibit A attached hereto) one of the Warrant two multi-day marketed roadshows to which each Reference Shareholder as a group is entitled pursuant to this Section 2.01(f) during the applicable 365-day period, with the initial period commencing on the date on which the Ordinary Shares provided that have been registered under the then current Market Price (as defined Exchange Act. In the event one or more Reference Shareholders join in Exhibit A attached hereto) exceeds the then current Exercise Pricesuch a demand including a multi-day marketed roadshow, each shall be entitled to have their Ordinary Shares registered and marketed in accordance with their relative Ownership Ratios.

Demand Registration Right. Beginning (a) If Cardinal shall receive at any time prior to June 30, 1998, a written request from the Bank requesting Cardinal to register under the Securities Act of 1933, as amended (as it may be further amended or amended and restated after June 1, 1999the date of this Agreement, the ------------------------- Holder shall have one right to demand, by providing written notice to the Company (the "Demand Registration Right1933 Act"), that any or all of the Company file a registration statement on Form S-3 to register Warrant Shares for resale 513,929 shares of Cardinal's common stock, without par value ("Common Stock") owned by the Holder Bank on the date of this Agreement and any securities issued in an offering that exchange for or in substitution of any thereof (such shares of Common Stock or other securities as to which any such request is not underwritten (made pursuant to this Section 1 or Section 2 hereof being the "Registration StatementRegistrable Securities"). The Company , Cardinal agrees to that it will use its best efforts to cause the prompt registration of any or all such Registrable Securities. The Bank acknowledges that while the Common Stock is registered under the Securities Exchange Act of 1934, as amended (as it may be further amended or amended and restated after the date of this Agreement, the "1934 Act"), Cardinal has never registered any of its securities in connection with a public offering pursuant to Section 5 of the 1933 Act. As such, Bank acknowledges that, should it exercise its rights under this Section 1 and demand registration of any or all of the Registrable Securities in a public offering, in such event Cardinal may be exposed to heightened scrutiny and inordinate time, effort and expense because such registration will, in fact, constitute an initial public offering for Cardinal. Accordingly, Cardinal may postpone for a limited time, which in no event shall be longer than five months, compliance with a request for registration pursuant to this Section 1 if (i) to file Cardinal determines in good faith in the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of reasonable judgment that such compliance would have a material adverse effect (including, without limitation, through the Demand Registration Rightpremature disclosure thereof) on a proposed financing, reorganization, recapitalization, merger, significant purchase of assets or stock, consolidation or similar transaction, (ii) to obtain Cardinal has not theretofore registered any equity securities under the effectiveness of the Registration Statement and 1933 Act, or (iii) Cardinal is then conducting a public offering of securities and the managing underwriter concludes in its reasonable judgment that such compliance would adversely affect such offering. Cardinal shall only postpone the filing of the registration statement if it has furnished to keep the Bank a certificate signed by its Chairman of the Board or President, stating that in the good faith judgment of Cardinal's Board of Directors or the Executive Committee of its Board of Directors it would be seriously detrimental to Cardinal for such registration statement to be filed in the near future due to one of the reasons stated above and that it is therefore essential to postpone the filing of such Registration Statement effective for a period of sixty (60) days not more than five months after its effectiveness. The Holder agrees that it will cease making offers and sales under receipt by Cardinal of the Registration Statement upon the giving of any notice (the "Notice") request to register by the Company Bank; provided, that such right to delay shall be exercised not more than once. (b) The Bank shall not make a demand for registration of Registrable Securities pursuant to this Section 1 within six months following the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice registration for a "piggyback" registration pursuant to Section 2 below in which Bank was afforded the opportunity to register the Registrable Securities. Notwithstanding anything in this Section 1 to the date contrary, Cardinal shall not be required to comply with more than one (1) request of the Holder Bank pursuant to this Section 1 during the term hereof; provided, however, that this limit does not apply to a request that has received an effective amended prospectus or a supplemented prospectus plus (ybeen postponed under Section 1(a) sixty (60) less the number of days the Registration Statement was useable unless and until such request is fulfilled. Any underwriter selected by the Holder prior Bank to act as such in connection with a registration pursuant to this Section 1 must be reasonably acceptable to Cardinal. (c) The registration statement filed pursuant to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt request of the Holder's notice Bank may, subject to the provisions of its exercise this Section 1 and Section 8(a) hereof, include other securities of Cardinal, with respect to which registration rights have been granted, and may include securities of Cardinal being sold for the account of Cardinal. (d) If "piggyback" registration pursuant to Section 2 below is made available to the Bank covering all of the Demand Registration RightRegistrable Securities and the Bank declines to include Registrable Securities in such registration, the Holder demand registration right under this Section 1 shall have the right to a Cashless Exercise (terminate as defined in Exhibit A attached hereto) of the Warrant Shares provided that expiration of the then current Market Price (as defined notice period referred to in Exhibit A attached hereto) exceeds the then current Exercise PriceSection 2 hereof.

Demand Registration Right. Beginning after June 1, 1999, the ------------------------- Holder shall have one right to demand, by providing written notice to the Company (the "Demand Registration Right"), that the Company file a registration statement on Form S-3 to register Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration Statement"). The Company agrees to use its best efforts (i) to file The Company covenants and agrees with (i) each Holder of BACI Registrable Securities that if on or after 12 months following the Registration Statement with consummation of an Initial Public Offering, the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days Company receives a written request from Holders of receipt not less than a majority of the Holder's notice of its exercise of the Demand Registration Rightthen outstanding BACI Registrable Securities, and (ii) to obtain each Holder of Non-BACI Registrable Securities, that if on or after 180 days following the effectiveness consummation of an Initial Public Offering, the Company receives a written request from Holders of not less than a majority of the Registration Statement and (iii) to keep such Registration Statement effective for a period of then outstanding BACI Registrable Securities or Non-BACI Registrable Securities, as the case may be, then within sixty (60) days after receipt of such notice (the 60th day after such notice, the "Filing Date") the Company shall use its effectivenessbest efforts to file a Registration Statement and cause such Registration Statement to become effective under the Securities Act at the earliest possible date after such notice (such date, the "Effectiveness Date") with respect to the offering and sale or other disposition of such BACI Registrable Securities or Non-BACI Registrable Securities, as the case may be, as such Holders desire to have covered by such Registration Statement. The Holder agrees that it will cease making offers and sales under Company shall use its best efforts to continuously maintain the effectiveness of such Registration Statement until the earlier of (i) 270 days after the effective date of the Registration Statement upon or (ii) the giving consummation of any notice the distribution by the Holders of all of the Registrable Securities covered by such Registration Statement (the "NoticeEffectiveness Period"). If such Registration is an underwritten registration, and the managing underwriters thereof advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the Registrable Securities pursuant to this Section 2.1 requested to be included in such registration and (ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares owned by each such holder. Notwithstanding anything in this Agreement to the contrary, (1) the Company shall not be required pursuant to this Section 2.1 to effect more than (i) one registration pursuant to this Section 2.1 with respect to the BACI Registrable Securities and (ii) three registrations pursuant to this Section 2.1 with respect to the Non-BACI Registrable Securities that can not be registered by the Company that on Form S-3 and (b) one registration every six months with respect to Non-BACI Registrable Securities which the Registration Statement must be amended Company can register on Form S-2 or supplemented. If Form S-3; (2) if the intended method of distribution is an underwritten public offering, the Company shall give not be required to effect such registration pursuant to this Section 2.1(a) unless such underwriting shall be conducted on a "firm commitment" basis, and (3) any Holder whose Registrable Securities were to be included in any such registration, by written notice to the Company, may withdraw such request and, if upon receipt of such notice of the withdrawal of such request the Holders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Registrable Securities to initiate a request under this Section 2.1(a), then the Company shall not effect such registration and if the Holders of such Registrable Securities reimburse the Company for the out-of-pocket costs of such registration, such registration shall not be deemed effected for the purpose of clause (1) above. Each notice to the Company requesting registration to be effected shall set forth (A) the number of Shares to be included; (B) the name of the Holders of the Registrable Securities and the amount to be sold; and (C) the proposed manner of sale. Within 10 (ten) days after receipt of such notice, the Company will agree shall notify each Holder of Registrable Securities who is not a party to keep the written notice served on the Company (or the transferee(s) of such Holder) and offer to them the opportunity to include their Registrable Securities in such registration. A Registration Statement effective after will not count as complying with the terms hereof unless it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an declared effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to SEC and remains continuously effective for the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise PriceEffectiveness Period.

Demand Registration Right. Beginning after June 1(a) Each Holder or group of Holders, 1999which collectively hold an aggregate of at least five percent of the Common Stock (collectively, the ------------------------- Holder shall have one right to demand, by providing written notice to the Company (the "Demand Registration Right"“Initiating Holders”), may make a written request (specifying the intended method of disposition and the amount of Registrable Securities proposed to be sold) that the Company file effect, and the Company shall use its reasonable best efforts to effect, a registration statement on Form S-3 of its Common Stock (a “Demand Registration”) of all or any requested portion of the Registrable Securities collectively held by such Holders (subject to register Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration Statement"SECTION 2.4(a)). The Company agrees shall not be obligated to use effect a Demand Registration if the Registrable Securities requested by the Initiating Holder to be registered have an estimated aggregate public offering price (before deduction of any underwriting discounts and commissions) of less than twenty five million dollars ($25,000,000). If the Board of Directors, in its best efforts good faith judgment, determines that any registration of the Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a “Valid Business Reason”), the Company may (i) to file the postpone filing a Registration Statement with relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and eighty (180) days, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Securities Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, acting in good faith, may cause such Registration Statement to be withdrawn and Exchange Commission ("SEC") its effectiveness terminated; provided, however, that a new Registration Statement is filed within one hundred and eighty (180) days thereafter, or may postpone amending or supplementing such Registration Statement, but in no event for more than one hundred and eighty (180) days; provided, however, that if the registration of receipt Registrable Securities is postponed pursuant to clause (i), the Company shall not be permitted to register under the Securities Act any Common Stock of the Holder's Company owned by other Holders of the Company during any such postponement. The Company shall give written notice of its exercise of the Demand Registration Right, (ii) determination to obtain the effectiveness of the postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this SECTION 2.1 more than once in any twelve (iii12) to keep such month period. For the avoidance of doubt, any postponement or withdrawal of a Registration Statement effective shall result in the related registration of Registrable Securities not constituting a Demand Registration for purposes of SECTION 2.3 hereof. (b) The Company shall use its reasonable best efforts to cause such Demand Registration to be in the form of a period of sixty (60) days after its effectiveness. The Holder agrees that it will cease making offers firm commitment underwritten offering and sales under the Registration Statement upon managing underwriter or underwriter selected for such offering shall be selected by the giving of any notice Initiating Holders (the "Notice") “IM Underwriter”). In connection with any Demand Registration under this SECTION 2.1 involving an underwritten offering, none of the Registrable Securities held by an Initiating Holder making a request for inclusion of such Registrable Securities shall be included in such underwritten offering unless such Initiating Holder accepts the terms of the offering as agreed upon by the Company that and the Registration Statement must IM Underwriter, such terms to be amended or supplemented. If in an underwriting agreement in customary form, and then only in such quantity as will not, in the reasonable determination of the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning based on discussions with the date IM Underwriter, jeopardize the success of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise Pricesuch offering.

Demand Registration Right. Beginning after June 1, 1999, the ------------------------- If a Holder shall have one right to demand, by providing written notice to the Company (the "holding Demand Registration Right"), Registrable Securities requests in writing that the Company effect a registration under the Securities Act to register for resale all or part of such Holder’s Demand Registrable Securities, the Company will use commercially reasonable efforts to (A) cause the shares of Demand Registrable Securities specified in such request to be so registered as promptly as practicable, so as to permit the sale of such shares by such requesting Holder in the manner specified in such request (provided such manner is consistent with the plan of distribution set forth in the Stockholder Questionnaire), (B) prepare and file on a registration statement on Form S-3 to register Warrant Shares for resale by the Holder in an offering that is not underwritten (the "“Demand Registration Statement"). The Company agrees to use its best efforts (i”) to file the Registration Statement with under the Securities Act to effect such registration and Exchange Commission ("SEC") within one hundred eighty (180) days effect all such qualifications and compliances as may be so reasonably requested and as are necessary to permit or facilitate the sale and distribution of receipt all or such portion of the Holder's notice ’s Demand Registrable Securities and (C) keep such registration, and any qualification, exemption or compliance under state securities laws which the Company determines to obtain or which the Company obtains at the request of its exercise a Holder pursuant to Section 6.4(g) of the Demand Registration RightAgreement, (ii) continuously effective with respect to obtain the effectiveness of the Registration Statement a Holder, and (iii) to keep such Registration Statement effective for a period of sixty (60) days after its effectiveness. The Holder agrees that it will cease making offers and sales under the Registration Statement upon the giving related prospectus free of any notice (the "Notice") by the Company material misstatements or omissions; provided, however, that the Registration Statement must be amended or supplemented. If the Company shall give not be obligated to file or effect any such noticeregistration, qualification or compliance pursuant to this Exhibit D if the Company will agree shall furnish to keep the Registration Statement effective after Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it is amended or supplemented would be seriously detrimental to the Company and its shareholders for such period of time equal registration statement to be filed or effected at such time, in which event the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder Company shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) defer the filing or effectiveness of the Warrant Shares provided registration statement for a period of not more than 90 days after providing notice under this Exhibit D; provided, further, that the then current Market Price Company shall not utilize this right more than twice in any calendar year (so long as defined there is at least a 45 day period between such restrictions). Notwithstanding the foregoing, for each Holder the Company will only be required to effect a registration under this Exhibit D once in any 12-month period. The Company shall maintain the effectiveness of such Demand Registration Statement until the Demand Registrable Securities held by the Holder have been sold or the securities registered thereunder are no longer Demand Registrable Securities. The provisions of Section 6.4(b) through 6.4(j), 6.6, Section 6.7 and 6.10 are incorporated herein by reference as if the Demand Registrable Securities are Registrable Securities and the Demand Registration Statement is a Registration Statement. Each Holder listed as a selling stockholder on any Demand Registration Statement will reimburse the Company (on a pro rata basis based on the number of Demand Registrable Securities listed in such Demand Registration Statement) for the Company’s out-of-pocket expenses in connection with preparing, filing and maintaining such Demand Registration Statement, and the related prospectus. Notwithstanding the foregoing, the Company will have no obligation to effect a registration under this Exhibit A attached heretoD for a Holder if including such Holder on the Demand Registration Statement would prevent the Company from using Form S-3 (or any successor form) exceeds the then current Exercise Pricein connection with such Demand Registration Statement.

Demand Registration Right. Beginning after June 1(a) At any time following a Qualified Financing, 1999, the ------------------------- Holder shall have one right to demand, by providing written notice to the Company Seller (the "Demand Registration Right"“ Seller”), may make a written request (specifying the intended method of disposition and the amount of Registrable Securities (as defined herein) proposed to be sold) that the Company file Parent effect, and the Parent shall use its reasonable best efforts to effect, a registration statement on Form S-3 (a “Demand Registration”) of all or any requested portion of the Registrable Securities collectively held by such Seller (subject to register Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration Statement"Section 10.4). The Company agrees Parent shall not be obligated to use effect a Demand Registration if the Registrable Securities requested by the Seller to be registered have (x) at any time prior to a Qualified Financing or (y) at any time after a Qualified Financing, an estimated aggregate public offering price (before deduction of any underwriting discounts and commissions) of less than twenty five million dollars ($25,000,000). If the Board of Directors, in its best efforts good faith judgment, determines that any registration of the Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Parent (a “Valid Business Reason”), the Parent may (i) to file the postpone filing a Registration Statement with relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and eighty (180) days, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Securities Valid Business Reason has not resulted from actions taken by the Parent, the Parent, upon the approval of the Board of Directors, acting in good faith, may cause such Registration Statement to be withdrawn and Exchange Commission ("SEC") its effectiveness terminated; provided, however, that a new Registration Statement is filed within one hundred and eighty (180) days thereafter, or may postpone amending or supplementing such Registration Statement, but in no event for more than one hundred and eighty (180) days; provided, however, that if the registration of receipt Registrable Securities is postponed pursuant to clause (i), the Parent shall not be permitted to register under the Securities Act any equity Securities of the Holder's Parent owned by other Seller of the Parent during any such postponement. The Parent shall give written notice of its exercise of the Demand Registration Right, (ii) determination to obtain the effectiveness of the postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Parent may not postpone or withdraw a filing under this Section 10.1(a) more than once in any twelve (iii12) to keep such month period. For the avoidance of doubt, any postponement or withdrawal of a Registration Statement effective shall result in the related registration of Registrable Securities not constituting a Demand Registration for purposes of Section 10.3 hereof. (b) The Parent shall use its reasonable best efforts to cause such Demand Registration to be in the form of a period of sixty (60) days after its effectiveness. The Holder agrees that it will cease making offers firm commitment underwritten offering and sales under the Registration Statement upon managing underwriter or underwriter selected for such offering shall be selected by the giving of any notice Seller (the "Notice") “IM Underwriter”), provided such IM Underwriter is a nationally recognized firm and reasonably acceptable to the Board of Directors. In connection with any Demand Registration under this Section 10.1 involving an underwritten offering, none of the Registrable Securities held by an Seller making a request for inclusion of such Registrable Securities shall be included in such underwritten offering unless such Seller accepts the terms of the offering as agreed upon by the Company that Parent and the Registration Statement must IM Underwriter, such terms to be amended or supplemented. If in an underwriting agreement in customary form, and then only in such quantity as will not, in the Company shall give any such notice, reasonable determination of the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning Parent based on discussions with the date IM Underwriter, jeopardize the success of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus such offering. (yc) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder Seller shall have the right be entitled to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise Pricesingle demand registration.

Demand Registration Right. Beginning Upon the written request of a Majority Holder, made at any time after June 1the Exercise Date, 1999but before the Expiration Date, the ------------------------- Holder Company shall have one right to demand, by providing file within 90 days of such written notice request a registration statement or Regulation A offering statement pursuant to the Act, and all necessary amendments thereto, to register or qualify the Option, Option Securities and the Option Securities underlying the unexercised portion of this Option. No additional securities shall be included in such registration statement or offering statement without the written consent of the Majority Holder. The Company (may use the "Demand Registration Right")Regulation A exemption if available, that but the Company must file a registration statement on Form S-3 if the securities that are to register Warrant Shares for resale by be covered cannot be sold pursuant to Regulation A because of the Holder in an offering that is not underwritten (limitations applicable to the "Registration Statement")use of the Regulation A exemption. The Company agrees to use its best efforts (i) to file the Registration Statement with the Securities cause this registration or qualification to become effective as promptly as practicable and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement registration effective for a period of sixty (60) the lesser of 180 days after its effectiveness. The Holder agrees that it will cease making offers and sales under or the date of completion of the distribution described in the Registration Statement upon Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the giving expenses of any notice (this registration or qualification shall be borne by the "Notice") Company, including, but not limited to, legal, accounting, consulting, printing, filing and NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company that and miscellaneous expenses directly related to the Registration Statement must be amended registration statement or supplemented. If offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall give not pay any such brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has been permitted to register or qualify or to offer in conjunction with the registration and qualification of the Option, Option Securities or the Option Securities underlying the unexercised portion of this Option. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 one time only. Within 10 days after the delivery by the Majority Holder to the Company of the notice described above, the Company shall deliver written notice to all other Holders of this Option and holders of the Option Securities, if any, advising them that the Company is proceeding with a registration statement or offering statement and offering them the right to include the Option and Option Securities of those Holders or holders therein. If any Holder of a Option and Option Securities delivers written acceptance of that offer to the Company within 30 days after the delivery of the Company's notice, the Company will agree shall be obligated to keep include that holder's Option and that holder's Option Securities in the Registration Statement effective after it is amended contemplated registration statement or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise Priceoffering statement.

Demand Registration Right. Beginning (a) From and after June 1the date that is three (3) months after the Effective Date, 1999at any time the Company does not qualify for the use of Form S-3 promulgated under the Securities Act (or any successor form to Form S-3, or any similar short-form Registration Statement), (i) each Holder or group of Holders, which collectively hold an aggregate of at least ten percent (10%) of the outstanding Common Stock (with all Warrants considered on a fully exercised basis for purposes of both the numerator and denominator) (collectively, the ------------------------- Holder “Initiating Demand Holders”), may make a written request (specifying the intended method of disposition and the amount of Registrable Securities proposed to be sold) that the Company effect, and the Company shall have one right use its reasonable best efforts to demandeffect, a registration of its Common Stock and/or its Warrants under the Securities Act (a “Demand Registration”) of all or any requested portion of the Registrable Securities collectively held by providing written notice such Holders (subject to SECTION 2.4(a)) or (ii) the Board of Directors may determine to commence a registration of Common Stock and/or Warrants held by Holders under the Securities Act (a “Company Initiated Resale Registration”), and the Company shall use its reasonable best efforts to effect a registration of its Common Stock and/or Warrants for all Holders that exercise piggyback registration rights under SECTION 2.2 (subject to SECTION 2.4(a)). (b) If the Board of Directors, in its good faith judgment, determines that any registration of the Registrable Securities pursuant to a Demand Registration or a Company Initiated Resale Registration should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a “Valid Business Reason”), the "Company may (i) postpone filing a Registration Statement relating to a Demand Registration Right"or a Company Initiated Resale Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and five (105) days, and (ii) in case a Registration Statement has been filed relating to a Demand Registration or a Company Initiated Resale Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, acting in good faith, (x) may cause such Registration Statement to be withdrawn and its effectiveness terminated, provided, however, that a new Registration Statement is filed within one hundred and five (105) days thereafter, or (y) may postpone amending or supplementing such Registration Statement, but in no event for more than one hundred and five (105) days; provided, however, that if the registration of Registrable Securities is postponed or withdrawn pursuant to this SECTION 2.1(b), that the Company file a registration statement on Form S-3 shall not be permitted to register Warrant Shares for resale by under the Holder Securities Act any Common Stock or Warrants, other than Common Stock or other equity securities to be issued in connection with an offering that is not underwritten (acquisition, during any such postponement or during the "period from such withdrawal to the filing of such new Registration Statement"). The Company agrees shall give written notice of its determination to use its best efforts postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing or filings under this SECTION 2.1 (i) to file the Registration Statement with the Securities and Exchange Commission more than twice in any twelve ("SEC"12) within month period, or (ii) for more than one hundred and eighty (180) days days, in the aggregate for all such postponements or withdrawals, in any twelve (12) month period. For the avoidance of receipt doubt, any postponement or withdrawal of a Registration Statement for a Demand Registration shall result in the related registration of Registrable Securities not constituting a Demand Registration for purposes of SECTION 2.3 hereof. (c) The Company shall use its reasonable best efforts to cause any Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriter selected for such offering shall be selected by the Initiating Demand Holders (the “IM Underwriter”), which must be reasonably acceptable to the Company; provided that the Initiating Demand Holders may delegate their rights under this sentence to the Board of Directors. In connection with any Demand Registration under this SECTION 2.1 involving an underwritten offering, none of the Holder's notice Registrable Securities held by an Initiating Demand Holder making a request for inclusion of its exercise such Registrable Securities shall be included in such underwritten offering unless such Initiating Demand Holder accepts the terms of the Demand Registration Rightoffering as agreed upon by the Company and the IM Underwriter, such terms to be in an underwriting agreement in customary form; provided, that no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to obtain the effectiveness of the Registration Statement and effect such transfer, (iii) such matters pertaining to keep compliance with securities laws by such Registration Statement effective for a period Person as may be reasonably requested, and (iv) such other matters customarily included in representations, warranties or indemnities by selling securityholders in offerings of sixty (60) days after such type as may be reasonably requested; provided, further, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its effectivenessRegistrable Securities pursuant to such registration. The Holder agrees that it will cease making offers Company shall use its reasonable best efforts to cause any Company Initiated Resale Registration to be in the form of a firm commitment underwritten offering and sales under the Registration Statement upon the giving of any notice (the "Notice") managing underwriter or underwriter selected for such offering shall be selected by the Company that the Registration Statement must be amended (such managing underwriter or supplemented. If underwriter, or any other managing underwriter or underwriter selected by the Company shall give any such noticepursuant to SECTION 2.2(b), the “Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise PriceUnderwriter”).

Demand Registration Right. Beginning If the Company receives at any time after June 1the date that is two (2) months from the Effective Date, 1999a written request (a “Demand Request”) from the Stockholder that the Company register any such Registrable Securities, then the Company shall agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 1.B. effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the “Demand Filing Date”), a Registration Statement (the “Demand Registration Statement”) covering such Registrable Securities which the Company has been so requested to register by the Stockholder, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 1.B. involves an underwritten public offering, the ------------------------- Holder shall Stockholder registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Stockholders, prior to the time it would otherwise have one right been required to demandfile such Demand Registration Statement or take such action pursuant to this Section 1.B., by providing written notice stating that the Board has determined in good faith that the filing of such Demand Registration Statement would be seriously detrimental to the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a “Valid Business Reason”) and that it is therefore essential to defer the "filing of the Demand Registration Right")Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12)-month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and during such time, the Company may not file a registration statement on Form S-3 for securities to register Warrant Shares be issued and sold for resale by its own account or for that of anyone other than the Holder in an offering that is not underwritten (the "Registration Statement")Stockholders. The Company agrees shall only be obligated to use its best efforts effect one (i1) Demand Request pursuant to file the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after its effectiveness. this Section 1.B. The Holder agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by the Company that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder Stockholder shall have the right to cancel a Cashless Exercise (as defined in Exhibit A attached hereto) proposed registration of Registrable Securities pursuant to this Section 1.B when the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Stockholder at the time of the Warrant Shares provided that the then current Market Price (Demand Request. Such cancellation of a registration shall be made in writing and shall not be counted as defined in Exhibit A attached hereto) exceeds the then current Exercise Pricea Demand Request.

Demand Registration Right. Beginning after June 1(a) At any time and from time to time, 1999commencing upon the expiration of the Lock Up Period, and ending twelve (12) calendar months from the date on which the Ordinary Shares have been registered under the Exchange Act, each of the Reference A Shareholders and the Reference B Shareholders (or, in either case, one or more members thereof acting together) may request registration under the Securities Act of all or any portion of the Registrable Securities representing in the aggregate not less than ten percent (10%) of the issued and outstanding Ordinary Shares beneficially owned by the Reference A Shareholders taken as a whole or the Reference B Shareholders taken as a whole, as applicable, on Form F-1 or S-1 or any successor form thereto (each a "Long-Form Registration"); provided, however, that a Long-Form Registration may be requested for Registrable Securities representing in the aggregate less than ten percent (10%) of the issued and outstanding Ordinary Shares held by such Reference Shareholder taken as a whole, if the request consists of all remaining Registrable Securities held by that Reference Shareholder as a group. During the first twelve (12) calendar months from the date on which the Ordinary Shares have been registered under the Exchange Act, each of the Reference A Shareholders as a group and the Reference B Shareholders as a group may make only one demand for a Long-Form Registration under this Agreement; provided, that a Registration Statement shall not count as a registration requested under this Section 2.01(a) unless and until it has become effective. The request for the Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the ------------------------- Holder Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have one right twenty (20) days from the date such notice is given to demand, by providing written notice to notify the Company (the "Demand Registration Right"), that the Company file a registration statement on Form S-3 in writing of their desire to register Warrant Shares for resale by the Holder be included in an offering that is not underwritten (the "Registration Statement")such registration. The Company agrees to use its best efforts shall cause a Registration Statement on Form F-1 or S-1 (ior any successor form) to file the Registration Statement be filed with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after the date on which the initial request is given and shall use its effectivenesscommercially reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. (b) After the Initial Public Offering or the Listing, and commencing twelve (12) calendar months after the Ordinary Shares have been registered under the Exchange Act, the Company shall use its best efforts to qualify and remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form F-3 or S-3 or any successor form thereto. At such time as the Company shall have qualified for the use of a Registration Statement on Form F-3 or S-3, each of the Reference A Shareholders and the Reference B Shareholders (or, in either case, one or more members thereof acting together) shall have the right to request an unlimited number of registrations, each of all or any portion of the Registrable Securities in the aggregate not less than ten percent (10%) of the issued and outstanding Ordinary Shares beneficially owned by the Reference A Shareholders taken as a whole or the Reference B Shareholders taken as a whole, as applicable, on Form F-3 or S-3 or any similar short- form registration (each a "Short-Form Registration" and, together with each Long-Form Registration, a "Demand Registration"); provided, however, that a Short-Form Registration may be requested for Registrable Securities representing in the aggregate less than ten percent (10%) of the issued and outstanding Ordinary Shares held by such Reference Shareholder taken as a whole, if the request consists of all remaining Registrable Securities held by that Reference Shareholder as a group. After the Initial Public Offering or the Listing, and commencing twelve (12) calendar months after the Ordinary Shares have been registered under the Exchange Act, if, at any time, the Company shall not qualify or remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form F-3 or S-3 or any successor form thereto, each of the Reference A Shareholders as a group and the Reference B Shareholders as a group shall have the right to request one (1) Long-Form Registration during each twelve (12) calendar month period during which such lack of qualification shall continue, with the initial such period commencing on the date on which the Company shall not qualify or remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form F-3 or S-3 or any successor form thereto; provided, that a Registration Statement shall not count as such a registration requested unless and until it has become effective. Each Demand Registration request shall specify the approximate number of Registrable Securities requested to be registered. Upon receipt of such request, the Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Holder agrees Company shall cause a Registration Statement on Form F-3 or S-3 (or any successor form) to be filed with the Commission within sixty (60) days after the date on which the initial request is given and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. If requested as a Short-Form Registration by the Reference A Shareholders or the Reference B Shareholders (or one or more members thereof acting together), the Company shall file a shelf Registration Statement under Rule 415 covering the sale of Registrable Securities from time to time in one or more transactions to be described in a Prospectus supplement. In such event, once the shelf Registration Statement is effective, the Company shall, upon demand, prepare and timely file Prospectus supplements requested by the holders of Registrable Securities participating in such registration, necessary for all such sales to proceed; provided that it will cease making offers the provisions set out in Sections 2.01(c) (other than the first sentence), (d), (e) and sales (f), shall apply to any demand for a Prospectus supplement under this section. (c) The Company shall not be obligated to effect any Demand Registration within sixty (60) days after the effective date of a previous Demand Registration or a previous Piggyback Registration (as defined below) in which holders of Registrable Securities were permitted to register, and actually sold, at least fifty percent (50%) of the Registrable Securities requested to be included therein. The Company may postpone for up to thirty (30) days the filing or effectiveness of a Registration Statement for a Demand Registration if the Company's Board determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a material acquisition, corporate organization or other similar transaction involving the Company (a "Valid Business Reason"); (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided that in such event the holders of a majority of the Registrable Securities initiating such Demand Registration Statement upon shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the giving of any notice (the "Notice") by permitted Demand Registrations hereunder and the Company that shall pay all registration expenses in connection with such registration. The Company may delay a Demand Registration hereunder no more than 90 days, in the aggregate, in any period of 365 consecutive days, and the Company shall give notice to Shareholders of its determination to postpone a Registration Statement must be amended or supplementedStatement. If the Company shall give any such noticenotice of postponement of any Registration Statement pursuant to this Section 2.01, the Company will agree shall not, during the period of postponement, register any equity security of the Company, other than pursuant to keep the a Registration Statement effective on Form F-4 or Form S-8 (or otherwise in connection with any employee benefits plan). If the Company shall give any notice of postponement of a Registration Statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice notice notifying the Shareholders of the postponement), use its commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Securities covered by the postponed Registration Statement in accordance with this Section 2.01 (unless the holders of a majority of the Registrable Securities initiating such Demand Registration shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (d) If the holders of a majority of the Registrable Securities included in a Demand Registration elect to distribute the Registrable Securities covered by their request through an underwriter or broker or dealer, they shall so advise the Company. The holders of a majority of the Registrable Securities included in such Demand Registration shall select the investment banking firm or firms to act as the managing underwriter or underwriters or broker or dealer in connection with such offering, provided that such selection shall be subject to the date consent of the Holder has received Company, which consent shall not be unreasonably withheld or delayed. (e) If a Demand Registration involves an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less underwritten offering and the managing underwriter of the requested Demand Registration advises the Company and the holders of Registrable Securities in writing that in its opinion the number of days Ordinary Shares proposed to be included in the Demand Registration, including all Registrable Securities and all other Ordinary Shares proposed to be included in such underwritten offering, exceeds the number of Ordinary Shares which can be sold in such underwritten offering and/or the number of Ordinary Shares proposed to be included in such registration would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration Statement was useable (i) first, the number of Ordinary Shares that the holders of Registrable Securities propose to sell, and (ii) second, the number of Ordinary Shares proposed to be included therein by any other Persons (including Ordinary Shares to be sold for the Holder prior to account of the NoticeCompany and/or other holders of Ordinary Shares) allocated among such Persons in such manner as they may agree. If the Registration Statement is not filed managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder or in such other manner as they may agree. (f) The Company shall be obligated to cooperate with the SEC by the Shareholders and provide its officers for (i) two multi-day marketed roadshows and other customary marketing activities (including one-on-one hundred eightieth (180th) day after the Company's receipt meetings with prospective purchasers of the Holder's notice of its exercise Registrable Securities) for each of the Reference A Shareholders as a group and the Reference B Shareholders as a group during any 365-day period, with the initial period commencing on the date on which the Ordinary Shares have been registered under the Exchange Act, and (ii) a reasonable number of marketing calls for each one-day or overnight offering (including block trades) by each of the Reference A Shareholders and the Reference B Shareholders, including any bank-executed sales in connection with a Hedging Transaction by either Reference Shareholder. To the extent one Reference Shareholder has made a demand for a Demand Registration Rightincluding a multi-day marketed roadshow, and the Holder other Reference Shareholder joins in that demand pursuant to Section 2.01(b), including for such multi-day marketed roadshow, such roadshow shall have the right to a Cashless Exercise (count as defined in Exhibit A attached hereto) one of the Warrant two multi-day marketed roadshows to which each Reference Shareholder as a group is entitled pursuant to this Section 2.01(f) during the applicable 365-day period, with the initial period commencing on the date on which the Ordinary Shares provided that have been registered under the then current Market Price (as defined Exchange Act. In the event one or more Reference Shareholders join in Exhibit A attached hereto) exceeds the then current Exercise Pricesuch a demand including a multi-day marketed roadshow, each shall be entitled to have their Ordinary Shares registered and marketed in accordance with their relative Ownership Ratios.

Demand Registration Right. Beginning after June 1Each of E*TRADE, 1999on the one hand, and the ------------------------- Holder other Purchasers, on the other hand, shall have one right the right, exercisable not more than twice during any twelve-month period, to demand, by providing written notice to the Company Seller (the "Demand Registration Right"), that the Company Seller file a registration statement on Form S-3 (or a successor form or other form which the Seller is eligible to use) to register Warrant Shares the Securities for resale by the Holder Purchasers in an offering that is not underwritten (the "Registration Statement"). The Company Seller agrees to use its reasonable best efforts (i) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty twenty (18020) days of receipt of the Holder's any such notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty ninety (6090) days days, or (in the case of a shelf registration) one hundred eighty (180) days, after its effectiveness. The Holder agrees Each of the Purchasers agree that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by the Company Seller that the Registration Statement must be amended or supplemented. If the Company Seller shall give any such notice, the Company Seller will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (ix) the number of days beginning with the date of the Notice to the date the Holder has Purchasers have received an effective amended prospectus or a supplemented prospectus plus (y) sixty ninety (6090), or (in the case of a shelf registration) one hundred eighty (180) days, less the number of days the Registration Statement was useable by the Holder Purchasers prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise Price.

Demand Registration Right. Beginning The Company covenants and agrees with the Registered Holder and any subsequent Registered Holders of the Warrants and/or Warrants Shares that, on one occasion, within 60 days after June 1, 1999receipt of a written request from Registered Holders of more than 50% in interest of the aggregate of Warrants and/or Warrant Shares issued pursuant hereto, the ------------------------- Holder shall have Company shall, on one right to demandoccasion, by providing written notice to the Company (the "Demand Registration Right"), that the Company file a registration statement on Form S-3 (and use its best efforts to register cause such registration statement to become effective under the Act at the Company's expense) with respect to the offering and sale or other disposition of the Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration StatementOffered Warrant Shares"). The Company agrees shall not be obligated to use file and have declared effective a registration statement with respect to the Offered Warrant Shares on more than one occasion. The Company may defer the filing of a registration statement for up to 90 days after the request for registration is made if the Board of Directors determines in good faith that such registration or post-effective amendment would adversely affect or otherwise interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any period of time in which the Company is in possession of material inside information concerning the Company or its best efforts securities, which information the Company determines in good faith is not ripe for discharge. The Company shall not honor any request to register Warrant Shares pursuant to this Section received later than the Warrant Expiration Date. The Company shall not be required (i) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of the Demand Registration Right, (ii) to obtain maintain the effectiveness of the Registration Statement and (iii) registration statement beyond the earlier to keep such Registration Statement effective for a period occur of sixty (60) 120 days after its effectiveness. The Holder agrees that it will cease making offers and sales under the Registration Statement upon effective date of the giving registration statement or the date on which all of any notice the Offered Warrant Shares have been sold (the "NoticeTermination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any such other securities. All expenses of registration pursuant to this subsection 10(a) shall be borne by the Company. The Company shall be obligated pursuant to this Section to include in the registration statement Warrant Shares that have not yet been purchased by a Registered Holder of Warrants so long as such Registered Holder of Warrants submits an undertaking to the Company that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree Registered Holder intends to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) exercise Warrants representing the number of days beginning with the date of the Notice Warrant Shares to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder be included in such registration statement prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt consummation of the Holder's notice public offering with respect to such Warrant Shares. In addition, such Registered Holder of its exercise Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the Demand Registration Right, the Holder shall have the right public offering with respect to a Cashless Exercise (as defined in Exhibit A attached hereto) of the such Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise PriceShares.