Common use of Demand Registration Rights Clause in Contracts

Demand Registration Rights. (a) The Company, upon written demand (“Demand Notice”) of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.

Demand Registration Rights. (a) The Company, upon written demand (“Demand Notice”) of Commencing on the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, date that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after the date the Company completes a business combination with a private company in a reverse merger or reverse take-over transaction or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act (a “Reverse Merger”), the Holders shall each have a separate one-time right, by written notice to the Company, signed by the Holder ("Demand Notice"), to request the Company to register for resale all of the Registrable Securities included by the Holder in the Demand Notice (“Demand Registration Right”) under and in accordance with the provisions of the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with the Commission a Registration Statement covering the resale of such offering is consummatedRegistrable Securities ("Demand Registration Statement"). The demand Demand Registration Statement required hereunder shall be filed on Form S-3 (except if the Company is not then eligible to register for registration may resale the Registrable Securities on Form S-3, then such Registration Statement will be made at any time during a period of four years beginning one (1on Form S-1, Form SB-2, or such other appropriate form) year from by the Base applicable Filing Date. The Company covenants and agrees Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to give written notice of its receipt of any Demand Notice by any Holder(s) respond to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a)comments, but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected if any, received by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(sCommission); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-the Demand Registration Statement to be declared effective amendment filed pursuant to under the demand right granted Securities Act as promptly as possible after the filing thereof and shall keep the Demand Registration Statement continuously effective under Section 8(athe Securities Act until the earlier of (i) to remain effective for a period two years after its Effective Date, (ii) such time as all of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished Registration Statement have been publicly sold by the Company if Holder, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holder pursuant to Rule 144(k) (“Effectiveness Period”). By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company advises shall file with the Holder that such prospectus may no longer Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used due in connection with sales pursuant to a material misstatement such Registration Statement (whether or omissionnot such filing is technically required under such Rule).

Demand Registration Rights. (a) The Company, upon written demand (“Demand Notice”) of the Majority Holders, agrees to register on one occasion all of the Registrable SecuritiesSecurities (a “Demand Right”). On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Commercial Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Commercial Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right Demand Right granted under Section 8(a8.2(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.

Demand Registration Rights. At any time and from time to time on or after the Effective Date, the holders of (ay) The Company, upon written demand (“Demand Notice”) of the Majority Holders, agrees to register on one occasion all a majority-in-interest of the Registrable Securities. On such occasionSecurities (excluding the Management Earnout Shares), on the one hand, or (z) a majority-in-interest of the Management Earnout Shares held by Company affiliates, on the other hand, as the case may be, and/or their respective transferees, may make a written demand, on no more than two occasions in any twelve month period, for registration under the Securities Act on Form S-1 (except if the Company will file a registration statement or a post-effective amendment is then eligible to the Registration Statement covering register the Registrable Securities on Form S-3, then such registration shall be on Form S-3) of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, within forty-five (455) days after the receipt by the Company of such Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1. 1. Upon receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that Registration (a) the Company shall not be required agrees to comply file a Registration Statement with a Demand Notice if the Company has filed a registration statement Commission with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until Demand Registration not later than thirty (30) days after the receipt by the Company of such offering is consummated. The demand for registration may be made at any time during Demand Registration (the “Filing Deadline”) or (b) if a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees Registration Statement with respect to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from has been previously declared effective, the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant use its commercially reasonable efforts to registering keep such Registration Statement continuously effective under the Securities Act until such time as there are no Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securitiesoutstanding. The Company agrees to use its Reasonable Best Efforts pay the Investor a cash penalty of $25,000 per day (x) for each day beyond the Filing Deadline for which it has failed to qualify file such Registration Statement with the Commission or register (y) if a Registration Statement with respect to the Registrable Securities in has previously been declared effective, for each day that such states Registration Statement is not continuously effective under the Securities Act, until such time as there are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Companyoutstanding. The Company shall cause any registration statement or post-effective amendment filed pursuant not be obligated to effect more than an aggregate of two (2) Demand Registrations per calendar year under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from foregoing, the effective date of such registration statement or post-effective amendment. The Holders shall only use Underwriter and its related persons may not have more than one Demand Registration at the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionCompany’s expense.

Demand Registration Rights. (a) The CompanyDuring the Effective Period, upon a Qualified Holder shall have the right, by delivering a written demand notice to the Trust (the “Demand Notice”) ), to require the Trust to register, pursuant to the terms of this Agreement and in accordance with the provisions of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasionSecurities Act, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the number of Registrable Securities within forty-five requested to be so registered (45) days after receipt of a “Demand Registration”). A Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that must specify the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering number of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from to be registered and the date Qualified Holder’s intended method of the receipt of any such Demand Noticedisposition thereof. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Qualified Holders shall pay all be entitled to up to five Demand Registrations. Notwithstanding any and all underwriting commissions and the expenses other provision of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); providedthis Section 2, however, that in no event shall more than one Demand Registration occur during any six-month period (measured from the Company effective date of the Registration Statement to the date of the next Demand Notice). (c) No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto does not become effective, or its effectiveness is not maintained, for the period required pursuant to Section 2(e), in which case the Demanding Qualified Holders shall be entitled to an additional Demand Registration in lieu thereof. (d) Within ten (10) days after receipt by the Trust of a Demand Notice, the Trust shall give written notice (the “Notice”) of such Demand Notice to all other Qualified Holders and shall, subject to the provisions of Section 2(f) hereof, include in such registration all Registrable Securities held by such Qualified Holders with respect to which the Trust received written requests for inclusion therein within ten (10) days after such Notice is given by the Trust to such holders. (e) The Trust shall be required to register maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of ninety (90) days after the effective date thereof or, in the case of a Shelf Registration Statement, until such time as all Registrable Securities covered by such Shelf Registration Statement have ceased to be Registrable Securities; provided, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in a state in which such registration would cause at the request of (i) an underwriter of the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction Trust or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed Trust pursuant to the demand right granted under Section 8(athis Agreement. (f) to remain effective for a period If any of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter advises the holders of such securities in writing that in its view the total amount of securities proposed to be sold in such offering (including securities proposed to be sold by persons other than Demanding Qualified Holders pursuant to incidental or piggyback registration rights) is such as to adversely affect the success of such offering, then the amount of securities to be offered for the account of Demanding Qualified Holders and for the account of persons other than Demanding Qualified Holders shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter by: (i) First, reducing, or eliminating if necessary, all securities requested to be included by persons other than Demanding Qualified Holders and (ii) Second, if necessary, reducing the Registrable Securities requested to be included by the Demanding Qualified Holders, pro rata among such Demanding Qualified Holders on the basis of the percentage of the total Registrable Securities requested to be included in such Registration Statement by each such holder. In connection with any Demand Registration to which the provisions of this Section 2(f) apply, no securities other than Registrable Securities shall be covered by such registration statementDemand Registration except in accordance with this Section 2(f), and will immediately cease such registration shall not reduce the number of Demand Registrations available to use the Qualified Holders under Section 2(b) if the Registration Statement excludes more than 25% of the aggregate number of Registrable Securities that the Demanding Qualified Holders requested be included. (g) The Trust shall be entitled to postpone (but not more than once in any prospectus furnished 12-month period), for a reasonable period of time not in excess of 90 days, the filing of a Registration Statement if the Trust delivers to the Demanding Qualified Holders a certificate signed by the Company if Trust certifying that, in its good faith judgment, it would be detrimental to the Company advises Trust and its unitholders for such Registration Statement to be filed and it therefore would be beneficial to defer the Holder filing of such Registration Statement. If the Trust shall so postpone the filing of a Registration Statement, the Demanding Qualified Holders shall have the right to withdraw the request for registration by giving written notice to the Trust within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered by the Trust, and in the event of such withdrawal, such request shall not reduce the number of available registrations with respect to the Qualified Holders under this Section 2. (h) Whenever the Trust shall effect a Demand Registration pursuant to this Section 2 in connection with an underwritten offering, no securities other than Registrable Securities shall be covered by such Demand Registration, unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities requesting such registration in writing that it believes that the inclusion of such prospectus may no longer be used due to other securities would not adversely affect such offering or (ii) the inclusion of such other securities is approved by the affirmative vote of the holders of at least a material misstatement or omissionmajority of the Registrable Securities included in such Demand Registration by the Demanding Qualified Holders.

Demand Registration Rights. (a) The Company, upon written demand (“Demand Notice”) of the Majority Holders, agrees to register on one occasion all of the Registrable SecuritiesSecurities (a “Demand Right”). On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Commercial Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four two and one-half years beginning one six (16) year months from the Base Datedate hereof. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Commercial Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right Demand Right granted under Section 8(a8.2(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.

Demand Registration Rights. (a) The Companya. On or after June 11, upon written demand (“Demand Notice”) of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion2012, the Holder may make a written request to the Company will that the Company file a registration statement or a post-effective amendment to under the Registration Statement Securities Act of 1933, as amended (the “Securities Act”) covering the Registrable Securities within forty-five registration of the Warrant Shares. Upon receipt of such request, the Company, at it sole cost and expense, shall as soon as practicable, but no later than ninety (4590) days after following receipt of such request, file a Demand Notice registration statement with the Securities and Exchange Commission (“SEC”) covering the Warrant Shares, and use its Reasonable Best Efforts commercially reasonable efforts to have such registration statement or post-effective amendment declared effective cause, as soon as possible thereafter; providedpracticable, howeverthe registration statement for the Warrant Shares to be declared effective by the SEC and such Warrant Shares to be qualified in those jurisdictions as the Holder may reasonably request. b. If the Holder intends to distribute the Warrant Shares covered by its request by means of an underwriting, that it shall so advise the Company as a part of its request pursuant to Section 8.1 or any request pursuant to Section 8.2. In such event, the Holder shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the Holder). c. The Company shall not be required to comply with a Demand Notice if the Company has filed effect a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to this Section 8.3 hereof and either8.1: (i) during the Holder has elected period starting with the date sixty (60) days prior to participate the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in the offering covered by good faith all reasonable efforts to cause such registration statement or to become effective; (ii) if such registration statement relates the Company shall furnish to an underwritten primary offering the Holder a certificate signed by the Chairman of securities the Board stating that in the good faith and reasonable judgment of the Board of Directors of the Company, until it would be seriously detrimental to the offering covered by Company and its shareholders for such registration statement has been withdrawn or until thirty (30) days after to be effected at such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from time, in which event the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant have the right to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in defer such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective filing for a period of nine consecutive months from not more than ninety (90) days after receipt of the effective date request of the Holder; provided that such registration statement or post-effective amendment. The Holders right to delay a request shall only use the prospectuses provided be exercised by the Company not more than once in any twelve (12) month period; or (iii) if the Holder proposes to sell the Registrable Securities covered by dispose of Warrant Shares that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 8.2 below. d. The Company may include in any such registration statementother securities for sale for its own account or for the account of any other person; provided that, and will immediately cease if the underwriter for the offering shall determine that the number of shares proposed to use any prospectus furnished be offered in such offering would be reasonably likely to adversely affect such offering, then the securities to be sold by the Company if Holder shall be included in such registration before any securities proposed to be sold for the account of the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionany other person.

Demand Registration Rights. (a) The CompanyAt any time following the date hereof, upon written demand the holders of Registrable Stock constituting at least twenty percent (“Demand Notice”20%) of the Majority Holders, agrees total shares of Registrable Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Registrable Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the aggregate offering price, as such amount is determined on one occasion all the cover page of the registration statement, shall not be less than $2,000,000. Such request shall specify the intended method of disposition thereof by such holder or holders, including whether (i) the registration requested is for an underwritten offering and (ii) the registration statement covering such Registrable Stock shall be a “shelf” and provide for the sale by the holder or holders thereof of the Registrable SecuritiesStock from time to time on a delayed or continuous basis under Rule 415 under the Securities Act. On For purposes of this Section 2 and Sections 5, 11(a) and 11(d), the term “Registrable Stock” shall be deemed to include the number of shares of Registrable Stock which have been issued to or would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such occasionholder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 2 or Section 3, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Stock beneficially owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Registrable Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than requesting holders of Registrable Stock. (b) Following receipt of any notice under this Section 2, the Company will file shall immediately notify all holders of Registrable Stock from whom notice has not been received and shall use all reasonable commercial efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Registrable Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after receiving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a registration statement or a post-effective amendment majority of the shares of Registrable Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the Registration Statement covering approval of the Registrable Securities within forty-five (45) days after receipt Company, which approval shall not be unreasonably withheld or delayed. The Purchasers shall have an unlimited number of a Demand Notice and use its Reasonable Best Efforts demand registrations pursuant to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; this Section 2, provided, however, that the Company shall not be required obligated to comply with a Demand Notice if the Company has filed effect more than two such registrations in any twelve month period, provided, further, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Registrable Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) From and after the date hereof, the Company shall use its commercially reasonable efforts to qualify under the provisions of the Securities Act, and thereafter, to continue to qualify at all times, for registration on Form S-3 or any successor thereto. Demand registrations pursuant to this Section 2 shall be on Form S-3 or any similar short-form registration statement, if available. In the event the Company fails to qualify, the Company shall be required to effect demand registrations pursuant to this Section 2 on Form S-1 or any successor thereto to the same extent as the Company would be required to effect demand registrations on Form S-3. (d) The Company may postpone for a period of up to 60 days the filing of any registration requested pursuant to this Section 2 if the Board of Directors of the Company in good faith determines that such registration would require the public disclosure of any plan, proposal or agreement by the Company with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, the disclosure of which would be materially adverse to the Holder Company, and such determination is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate evidenced by a board vote included in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering minutes of securities the meetings of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period ’s Board of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s)Directors; provided, however, that in no event shall the Company be required may not exercise such right of postponement for an aggregate number of days greater than 60 during any 12 month period and shall not register any securities for its own account or that of any other stockholder during such postponement period (except with respect to register registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities in a state in which such registration would cause Stock for sale to the public). (ie) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause be entitled to include in any registration statement or post-effective amendment filed pursuant referred to in this Section 2, for sale in accordance with the demand right granted under Section 8(a) method of disposition specified by the requesting holders, shares of Common Stock to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided be sold by the Company for its own account (to sell the Registrable Securities covered by extent that the inclusion of such registration statement, and will immediately cease to use any prospectus furnished shares by the Company if shall not adversely affect the Company advises offering), and shall not be entitled to include shares held by any persons other than the Holder that such prospectus may no longer be used due to a material misstatement or omissionholders of Registrable Stock.

Demand Registration Rights. If, at any time while there still remain Registrable Securities, the Company is no longer eligible to use or, notwithstanding its obligations under Section 2(a)(i), otherwise ceases to maintain an effective Shelf Registration Statement, within ten (a10) The Company, upon days after LBHI’s written demand request to Register the resale of a specified amount of the Registrable Securities under the Securities Act (a “Demand Notice”) of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion), the Company will file a registration statement or a post-effective amendment Registration Statement, on an appropriate form which the Company is then eligible to use, to Register the resale of such Registrable Securities, which Registration Statement covering will (if specified in LBHI’s notice) contemplate the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities ability of the CompanyLBHI Group to effect an Underwritten Offering in accordance with Section 2(a)(ii) (each such Registration, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any “Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(sRegistration”); provided, however, that LBHI shall not be entitled to request more than two (2) Demand Registrations in no event any twelve (12) month period. A request that does not result in an effective Registration Statement under the Securities Act shall not be counted as a utilized request for purposes of the Company be required to register limits in the preceding sentence. Each Demand Notice will specify the number of Registrable Securities in a state in which such registration would cause (i) the Company proposed to be obligated offered for sale, the intended method of distribution thereof and the estimated gross proceeds of such Demand Registration, which may not be less than $100 million. LBHI may change the number of Registrable Securities proposed to registerbe offered pursuant to any Demand Registration at any time prior to the Registration Statement with respect to the Demand Registration being declared effective by the Commission, license or qualify to do business in so long as such state, submit to general service of process in such state or change would subject not reduce the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders estimated gross proceeds of the Company Demand Registration to be obligated to escrow their shares of capital stock of the Companyless than $100 million. The Company shall cause any registration statement or post-effective amendment filed pursuant have the right to the demand right granted under Section 8(a) to remain effective for satisfy a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided Demand Notice by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to filing a material misstatement or omissionShelf Registration Statement.

Demand Registration Rights. (a) The Company, upon Upon written demand (“Demand Notice”) request at any time by holders of Series A Registrable Securities representing in the aggregate at least 50% of the Majority Holders, agrees to register on one occasion all total number of Series A Registrable Securities at the Registrable Securities. On time of such occasionrequest, the Company will file shall use its best efforts to effect the registration under the Securities Act and registration or qualification under all applicable state securities laws of the Series A Registrable Securities, as requested by the holders of Series A Registrable Securities, all as provided in the following provisions of this Section 11. Holders of Series A Registrable Securities may require the Company to effect no more than one registration under the Securities Act upon the request of the holders of the Series A Registrable Securities pursuant to this Section 11.1(a). Any registration which is not declared effective pursuant to the Securities Act and which does not remain effective as required by Section 11.5(a) below shall not constitute a registration statement pursuant to this Section 11.1(a). A request by a holder of Series A Registrable Securities to have the Company effect the registration of Series A Registrable Securities shall not obligate the holder to convert them into Common Stock, whether or a post-effective amendment not the registration of the Series A Registrable Securities shall become effective, unless and until the Series A Registrable Securities are sold pursuant to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback statement. The registration rights pursuant provided for in this Section 11.1(a) are in addition to those provided for in Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice11.1(e). (b) The Upon written request at any time by holders of Series B Registrable Securities representing in the aggregate at least 50% of the total number of Series B Registrable Securities at the time of such request, the Company shall bear use its best efforts to effect the registration under the Securities Act and registration or qualification under all fees and expenses attendant applicable state securities laws of the Series B Registrable Securities, as requested by the holders of Series B Registrable Securities, all as provided in the following provisions of this Section 11. Holders of Series B Registrable Securities may require the Company to registering effect no more than one registration under the Securities Act upon the request of the holders of the Series B Registrable Securities pursuant to this Section 8.2(a11.1(b). Any registration which is not declared effective pursuant to the Securities Act and which does not remain effective as required by Section 11.5(a) below shall not constitute a registration pursuant to this Section 11.1(b). A request by a holder of Series B Registrable Securities to have the Company effect the registration of Series B Registrable Securities shall not obligate the holder to convert them into Common Stock, but whether or not the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale registration of the Series B Registrable Securities shall become effective, unless and until the Series B Registrable Securities are sold pursuant to the registration statement. The registration rights provided for in this Section 11.1(b) are in addition to those provided for in Section 11.1(e). (c) Upon written request at any time by holders of Series C Registrable Securities representing in the aggregate at least 50% of the total number of Series C Registrable Securities at the time of such request, the Company shall use its best efforts to effect the registration under the Securities Act and registration or qualification under all applicable state securities laws of the Series C Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states , as are reasonably requested by the Majority Holder(s); providedholders of Series C Registrable Securities, however, that all as provided in no event shall the Company be required to register the following provisions of this Section 11. Holders of Series C Registrable Securities in a state in which such registration would cause (i) may require the Company to be obligated effect no more than one registration under the Securities Act upon the request of the holders of the Series C Registrable Securities pursuant to registerthis Section 11.1(c). Any registration which is not declared effective pursuant to the Securities Act and which does not remain effective as required by Section 11.5(a) below shall not constitute a registration pursuant to this Section 11.1(c). A request by a holder of Series C Registrable Securities to have the Company effect the registration of Series C Registrable Securities shall not obligate the holder to convert them into Common Stock, license whether or qualify not the registration of the Series C Registrable Securities shall become effective, unless and until the Series C Registrable Securities are sold pursuant to do business the registration statement. The registration rights provided for in this Section 11.1(c) are in addition to those provided for in Section 11.1(e). (d) Upon written request at any time by holders of Series D Registrable Securities representing in the aggregate at least 50% of the total number of Series D Registrable Securities at the time of such staterequest, submit the Company shall use its best efforts to general service effect the registration under the Securities Act and registration or qualification under all applicable state securities laws of process the Series D Registrable Securities, as requested by the holders of Series D Registrable Securities, all as provided in such state or would subject the following provisions of this Section 11. Holders of Series D Registrable Securities may require the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) effect no more than one registration under the principal stockholders Securities Act upon the request of the Company to be obligated to escrow their shares of capital stock holders of the CompanySeries D Registrable Securities pursuant to this Section 11.1(d). The Company shall cause any Any registration statement or post-which is not declared effective amendment filed pursuant to the demand right granted under Section 8(a) to Securities Act and which does not remain effective for as required by Section 11.5(a) below shall not constitute a period registration pursuant to this Section 11.1(d). A request by a holder of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by Series D Registrable Securities to have the Company to sell effect the registration of Series D Registrable Securities covered by such registration statementshall not obligate the holder to convert them into Common Stock, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement whether or omission.not the

Demand Registration Rights. (a) The If at any time after the date hereof and on or before the Expiration Date there is no effective registration statement registering the Warrant Shares under the Securities Act, or no current prospectus available for, the issuance or resale of the Warrant Shares by the Holder, the Company, upon written demand (“Demand Notice”) of the Majority Holders, agrees to register on one occasion all of the Registrable SecuritiesSecurities (a “Demand Right”). On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Commercial Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days from the date of the receipt of any such Demand Notice. (b) Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be selected by the Company; and (ii) as shall permit the disposition of such Registrable Securities in accordance with this Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall reasonably request, which is required to be contained therein. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a)8.2, but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Commercial Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction jurisdiction, or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a8.2(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.

Demand Registration Rights. If Constellation is unable to file, cause to be effective or maintain the effectiveness of a Registration Statement as required under Section 1.1(a), EDFD (aor any of its Affiliates) The Companyshall have the right, upon exercisable not more than once in any eighteen month period, to deliver a written demand notice to Constellation (a “Demand Notice”) requiring Constellation to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Securities Act Registrable Securities within forty-five held by EDFD (45or any of its Affiliates) days after receipt of a and requested by such Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with so registered (a “Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(sRegistration”); provided, however, that a Demand Notice may only be made if the sale of such Registrable Securities requested to be registered by EDFD (or any of its Affiliates) is reasonably expected to result in no aggregate gross cash proceeds in excess of $100,000,000 (without regard to any underwriting discount or commission). A Demand Notice shall also specify the expected methods or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, Constellation shall use its commercially reasonable best efforts to file, as promptly as reasonably practicable, but not later than 30 days after receipt by Constellation of such Demand Notice (subject to paragraph (j) of this Section 1.1), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by EDFD (or any of its Affiliates or transferees) in accordance with the methods of distribution elected by EDFD (or any of its Affiliates or transferees) and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. In the event of a Demand Registration, Constellation shall the Company be required to register maintain the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders continuous effectiveness of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective applicable Registration Statement for a period of nine consecutive months from at least 180 days after the effective date of therof or such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the shorter period in which all Registrable Securities covered by included in such registration statement, and will immediately cease Registration Statement have been actually sold. EDFD (or any of its Affiliates) shall have the right to use any prospectus furnished by notify Constellation that it has determined that the Company if the Company advises the Holder that such prospectus may no longer be used due Registration Statement relating to a material misstatement Demand Registration be abandoned or omissionwithdrawn, in which event Constellation shall promptly abandon or withdraw such Registration Statement.

Demand Registration Rights. (a) The CompanySubject to the provisions of this Section 3, upon at any time and from time to time after the date hereof, the Apollo Group may make one or more written demand requests (“Registration Request”) to the Company for registration under and in accordance with the provisions of the Securities Act of all or part of their Registrable Securities. (b) All Registration Requests made pursuant to this Section 3 will specify the aggregate amount of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (a “Demand Notice”) ). Subject to Section 3(d), promptly upon receipt of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On any such occasionDemand Notice, the Company will file a use its reasonable best efforts to effect such registration statement or a under the Securities Act (including, without limitation, filing post-effective amendment to amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with the Registration Statement covering applicable regulations promulgated under the Securities Act) of the Registrable Securities which the Company has been so requested to register within fortyone hundred eighty (180) days of such request (or within one hundred twenty (120) days of such request in the case of a Registration Request after a Qualified Public Offering (subject to any lock-five up restrictions)). At any time prior to the registration, the Apollo Group may revoke such request by providing a notice to the Company revoking such request. (45c) If the Company receives a Registration Request and the Company furnishes to the Apollo Group a copy of a resolution of the Board certified by the secretary of the Company stating that in the good faith judgment of the Board it would be materially adverse to the Company for a Registration Statement to be filed on or before the date such filing would otherwise be required hereunder, the Company shall have the right to defer such filing for a period of not more than fifty (50) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have the date such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the filing would otherwise be required hereunder. The Company shall not be required permitted to comply with a Demand Notice if take such action more than once in any 360-day period. If the Company has filed shall so postpone the filing of a registration statement with respect to which Registration Statement, the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) Apollo Group may withdraw its Registration Request by so advising the Holder has elected to participate Company in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until writing within thirty (30) days after receipt of the notice of postponement. In addition, if the Company receives a Registration Request and the Company is then in the process of preparing to engage in a Public Offering, the Company shall inform the Apollo Group of the Company’s intent to engage in a Public Offering and may require the Apollo Group to withdraw such offering is consummated. The demand Registration Request for registration may be made at any time during a period of four years beginning up to one hundred twenty (1120) year from days so that the Base DateCompany may complete its Public Offering. The In the event that the Company covenants ceases to pursue such Public Offering, it shall promptly inform the Apollo Group and agrees the Apollo Group shall be permitted to give written notice submit a new Registration Request. For the avoidance of its receipt of any Demand Notice by any Holder(s) doubt, such requesting party shall have the right to all other registered Holders of participate in the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand NoticeCompany’s Public Offering as provided in Section 4. (bd) Registrations under this Section 3 shall be on such appropriate registration form of the Securities and Exchange Commission (i) as shall be selected by the Company and as shall be reasonably acceptable to the Apollo Group and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the Demand Notice. If, in connection with any registration under this Section 3 which is proposed by the Company to be on Form S-3 or any successor form, the managing underwriter, if any, shall advise the Company in writing that in its opinion the use of another permitted form is of material importance to the success of the offering, then such registration shall be on such other permitted form. (e) The Company shall bear use its best efforts to keep any Registration Statement filed in response to a Registration Request effective for as long as is necessary for the Apollo Group to dispose of all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees covered securities. (f) In the case of an Underwritten Offering, the Apollo Group shall select the underwriters, provided such selection is reasonably acceptable to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.

Demand Registration Rights. (a) The CompanySubject to the provisions hereof, any Holder or Holders may, at any time from and after August 31, 2010, request registration for resale under the Securities Act of all or part of the Registrable Securities (a “Demand Registration”) by giving written notice thereof to the Company (which request shall specify the number of shares of Registrable Securities to be offered by each Holder and whether such Registration Statement shall be a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act). Subject to Section 4.01(e) below, upon written demand receipt of such notice, the Company shall use commercially reasonable efforts (i) to file a Registration Statement (which shall be a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act if requested pursuant to the request of the Holders pursuant to the first sentence of this Section 4.01(a)) registering for resale such number of Registrable Securities as requested to be so registered within 45 days in the case of a registration on Form S-3 (and 60 days in the case of a registration on Form S-1) after the request of the Holders therefor (such Registration Statement, a “Demand NoticeRegistration Statement”) and (ii) to cause such Demand Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 4.01(a): (A) with respect to securities that are not Registrable Securities; (B) during any Scheduled Black-Out Period; (C) if the aggregate offering price of the Majority HoldersRegistrable Securities to be offered is less than $10,000,000, agrees unless the Registrable Securities to be offered constitute all of the then-outstanding Registrable Securities; or (D) within 180 days after the effective date of a prior registration in respect of the Company’s Common Stock, including a Demand Registration (or, in the event that Holders were prevented from including any Registrable Securities requested to be included in a Piggyback Registration pursuant to Section 4.02, within 90 days after the effective date of such prior registration in respect of the Company’s Common Stock). If permitted under the Securities Act, such Demand Registration Statement shall be one that is automatically effective upon filing. (b) The Holders shall be entitled to request a total of three Demand Registrations. A Registration Statement shall not count as a permitted Demand Registration unless and until it has become effective and Holders are able to register on one occasion at least 50% of the Registrable Securities requested by the Holders to be included in such registration. A Demand Registration shall not count against the number of such registrations set forth in the immediately preceding sentence if (i) after the applicable Demand Registration Statement has become effective, such Demand Registration Statement or the related offer, sale or distribution of Registrable Securities thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason attributable to the Company and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Securities or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason attributable to the Company or for any reason not attributable to the selling Holder or Holders or the Agent or its Affiliates, and as a result of any such circumstances described in clause (i) or (ii), less than all of the Registrable SecuritiesSecurities covered by the Demand Registration Statement are sold by the selling Holder or Holders pursuant to the Demand Registration Statement. (c) The Company may include in a Demand Registration Statement shares of Common Stock for sale for its own account or for the account of other security holders of the Company. On If such occasionDemand Registration Statement is in respect of an underwritten offering and the managing underwriters of the requested Demand Registration advise the Company and the Holders that in their reasonable opinion the number of shares of Common Stock proposed to be included in the Demand Registration Statement exceeds the number of shares of Common Stock that can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the offering price per share) (such maximum number of shares, the “Maximum Number of Shares”), the Company will file a registration statement or a post-effective amendment to the include in such Demand Registration Statement covering only such number of shares of Common Stock that in the reasonable opinion of the managing underwriters can be sold without materially delaying or jeopardizing the success of the offering (including the offering price per share), which shares of Common Stock will be so included in the following order of priority: (i) first, the Registrable Securities of all Holders, pro rata on the basis of the aggregate number of Registrable Securities requested to be included by each such Holder; (ii) second, the shares of Common Stock the Company proposes to sell; and (iii) third, any other shares of Common Stock that have been requested to be so included. (d) If any of the Registrable Securities covered by a Demand Registration are to be sold in an underwritten offering, the Company and the Holders of a majority of such Registrable Securities shall mutually agree upon the selection of the managing underwriter or underwriters. If the Company and the Holders of a majority of such Registrable Securities are unable to agree on the managing underwriter or underwriters within fortya reasonable amount of time, the Company and the Holders of a majority of such Registrable Securities shall each select a managing underwriter and such underwriters shall serve as joint managing underwriters in respect of such offering. (e) Notwithstanding the foregoing, if the Board determines in its good faith judgment that the filing of a Demand Registration Statement (i) would be seriously detrimental to the Company in that such registration would interfere with a material corporate transaction or (ii) would require the disclosure of material non-five public information concerning the Company that at the time is not, in the good faith judgment of the Board (45excluding the GGC Appointees), in the best interests of the Company to disclose and is not, in the opinion of the Company’s counsel, otherwise required to be disclosed, then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental under clause (i) or would require such disclosure under clause (ii); provided, however, that (x) the Company may not defer such filing for a period of more than 90 days after receipt of any demand by the Holders and (y) the Company shall not exercise its right to defer a Demand Notice Registration more than once in any 12-month period. The Company shall give written notice of its determination to the Holders to defer the filing and use of the fact that the purpose for such deferral no longer exists, in each case, promptly after the occurrence thereof. (f) Notwithstanding the foregoing, if the Board determines in its Reasonable Best Efforts good faith judgment that continuing offers and sales of Registrable Securities registered under a shelf Demand Registration Statement (i) would be seriously detrimental to the Company in that such offers and sales would interfere with a material corporate transaction or (ii) would require the disclosure of material non-public information concerning the Company that at the time is not, in the good faith judgment of the Board (excluding the GGC Appointees), in the best interests of the Company to disclose and is not, in the opinion of the Company’s counsel, otherwise required to be disclosed, then the Company shall have the right to require the selling Holder or Holders to suspend such offers and sales for the period during which such registration statement would be seriously detrimental under clause (i) or post-effective amendment declared effective as soon as possible thereafterwould require such disclosure under clause (ii); provided, however, that the Company total number of days that any such suspension may be in effect in any 180-day period shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Dateexceed 60 days. The Company covenants and agrees to shall give written notice of its receipt determination to the Holders to suspend the offers and sales and of the fact that the purpose for such suspension no longer exists, in each case, promptly after the occurrence thereof. (g) Upon the date of effectiveness of any Demand Notice by any Holder(s) to all other registered Holders of Registration Statement for an underwritten offering and if such offering is priced promptly on or after such date, the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant use commercially reasonable efforts to registering keep the Registrable Securities pursuant to Section 8.2(a), but Demand Registration Statement effective until the Holders shall pay all any and all underwriting commissions and the expenses earlier of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) two years (in the Company to be obligated to register, license case of a shelf Demand Registration Statement) or qualify to do business 90 days (in such state, submit to general service the case of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (iiany other Demand Registration Statement) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell Registration Statement and (ii) such time as all of the Registrable Securities covered by such registration statement, and will immediately cease Demand Registration Statement have been sold pursuant to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionDemand Registration Statement.

Demand Registration Rights. (a) The Company, upon written demand (“Demand Notice”) of Commencing on the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, date that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after the date the Company completes a business combination with a private company in a reverse merger or reverse take-over transaction ("Reverse Merger"), the Holder shall have a separate one-time right, by written notice to the Company, signed by the Holder ("Demand Notice"), to request the Company to register for resale all of the Registrable Securities included by the Holder in the Demand Notice ("Demand Registration Right") under and in accordance with the provisions of the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with the Commission a Registration Statement covering the resale of such offering is consummatedRegistrable Securities ("Demand Registration Statement"). The demand Demand Registration Statement required hereunder shall be filed on Form S-3 (except if the Company is not then eligible to register for registration may resale the Registrable Securities on Form S-3, then such Registration Statement will be made at any time during a period of four years beginning one (1on Form S-1, or such other appropriate form) year from by the Base applicable Filing Date. The Company covenants and agrees Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to give written notice of its receipt of any Demand Notice by any Holder(s) respond to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a)comments, but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected if any, received by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(sCommission); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-the Demand Registration Statement to be declared effective amendment filed pursuant to under the demand right granted Securities Act as promptly as possible after the filing thereof and shall keep the Demand Registration Statement continuously effective under Section 8(athe Securities Act until the earlier of (i) to remain effective for a period two years after its Effective Date, (ii) such time as all of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished Registration Statement have been publicly sold by the Company if Holder, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holder pursuant to Rule 144 without regard to the volume limitations for sales as provided in that regulation, as determined by the counsel to the Company advises pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holder that ("Effectiveness Period"). By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such prospectus may no longer Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used due in connection with sales pursuant to a material misstatement such Registration Statement (whether or omissionnot such filing is technically required under such Rule).

Demand Registration Rights. (a) The CompanyUpon receipt of a written request from a Holder (such Holder, upon written demand together with its Affiliates, the “Exercising Holder”) requesting that the Company effect a registration (a “Demand NoticeRegistration”) under the Securities Act covering the registration of the Majority Holders, agrees to register on one occasion some or all of the Registrable Securities. On such occasion, and which notice shall specify the number of Registrable Securities for which registration is requested and the intended method or methods of distribution thereof, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities shall (i) give notice of such election within forty-five (45) 30 days after receipt of a Demand Notice the Exercising Holders’ notice to each other Holder, which notice shall set forth the identity of the Exercising Holder(s) requesting such registration, and use such Holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its Reasonable Best Efforts notice, to elect to have included in such registration statement or post-effective amendment declared effective such of their Registrable Securities as such Holders may request in such notice of election and (ii) use reasonable efforts to, as soon as possible thereafterreasonably practicable, after receipt of such written request, file with the SEC and use reasonable efforts to cause to be declared effective, a registration statement (a “Demand Registration Statement”) relating to all of the Registrable Securities that the Company has been so requested to register for sale, to the extent required to permit the disposition (in accordance with the intended method or methods of distribution thereof) of the Registrable Securities so registered. (b) If the Demand Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises the Company and the Exercising Holder that, in its reasonable opinion, the number of Registrable Securities requested to be included in the Demand Registration (including securities to be sold by the Company or any other security holder, including any Holders other than the Exercising Holder (such Holders, the “Non-Exercising Holders”)) exceeds the largest number of securities which reasonably can be sold in such offering without having a material adverse effect on such offering, including the price at which such securities can be sold (the “Maximum Offering Size”), then the Company shall include in such Demand Registration, up to the Maximum Offering Size, first, the Registrable Securities the Exercising Holder proposes to register, second, the Registrable Securities any Non-Exercising Holder proposes to register, and third, any securities the Company proposes to register and any securities with respect to which any other security holder has requested registration. The Company shall not hereafter enter into any agreement which is inconsistent with the rights of priority provided in this Section 2.1(b). (c) Notwithstanding anything to the contrary contained herein, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected for purposes of this Section 2.1(c) unless (A) it has been declared effective by the SEC, (B) it has remained effective for the period set forth in Section 2.4(a) and (C) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC; provided, however, that in the event the Exercising Holder revokes a Demand Registration request (which revocation may only be made prior to the Company requesting acceleration of effectiveness of the registration statement) then such Demand Registration shall count as having been effected unless the Exercising Holder pays all Registration Expenses in connection with such revoked Demand Registration within seven (7) days of written request therefor by the Company. (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof prepare and either: file (i) more than one (1) Demand Registration Statement in any twelve-month period, (ii) any Demand Registration Statement within one hundred and eighty (180) days following the Holder has elected to participate in the offering covered by such registration statement date of effectiveness of any other Registration Statement or (ii) if such registration statement relates or three (3) Demand Registration Statements in the aggregate. (e) A Demand Registration requested pursuant to an underwritten primary offering of securities this Section 2.1 shall not be deemed to have been effected unless the Demand Registration Statement relating thereto (i) has become effective under the Securities Act and the Registrable Securities of the Company, until the offering covered by Holder included in such registration statement Demand Registration Statement have actually been sold thereunder and (ii) has been withdrawn or until thirty (30) days after such offering is consummated. The demand remained effective for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to at least that specified in Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s2.4(a); provided, however, that in no event if after any Demand Registration Statement requested pursuant to this Section 2.1 becomes effective, such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court solely due to the actions or omissions to act of the Company, such Demand Registration Statement shall be at the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders sole expense of the Company to and shall not be obligated to escrow their shares of capital stock included as one of the Company. The Company shall cause any registration statement or post-effective amendment filed Demand Registrations which may be requested pursuant to the demand right granted under this Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission2.

Demand Registration Rights. (a) 2.1 The CompanyCompany hereby grants to the Stockholders, upon written demand (“Demand Notice”) and to each of them, the right to require the Company to use its reasonable best efforts to cause the registration for sale in a public offering of all or a portion of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Stockholders’ Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafterin accordance with this Section 2; provided, however, that the Company shall not have any obligation to effect more than a total of three (3) effective registrations pursuant to this Section 2 or effect more than one (1) in any twelve (12) month period. If the Company shall have received a written request submitted by one or more Stockholders owning at least a majority of the Registrable Securities outstanding at the time of such request (the “Requisite Holders”) that such Stockholders desire to have the Company register Registrable Securities for sale and specifying the number of Registrable Securities proposed to be required sold (for the purposes of this Section 2, together with the Registrable Securities referred to comply in subsection 2.1.2 below, “Shares”), which request shall in no event cover Shares with less than a Demand Notice if $10 million estimated offering price, and the proposed plan for distribution of the Shares, the Company will: 2.1.1 Give prompt (but in any event within fifteen (15) days after the receipt of the Requisite Holders’ notice) notice to all other Stockholders of such request and of such other Stockholders’ rights to have their Registrable Securities included in such registration. 2.1.2 Upon the request of any such Stockholder made within fifteen (15) days after the receipt by such Stockholder of the notice given pursuant to subsection 2.1.1 (which request shall specify the Registrable Securities intended to be included in such registration by such Stockholder and the intended method or methods of disposition thereof), the Company will use its reasonable best efforts to effect the registration of all Shares which the Company has filed a registration statement with respect been so requested to which the Holder is entitled to piggyback registration rights register pursuant to Section 8.3 hereof this subsection 2.1. 2.1.3 Prepare and either: (i) the Holder has elected to participate file as soon as practicable, but in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until no event later than thirty (30) days after from the Company’s receipt of the last Stockholder’s request to have such offering Stockholder’s Registrable Securities included in such registration within the time period specified in Section 2.1.2, a registration statement under the Securities Act (“Registration Statement”) with the Securities and Exchange Commission (“Commission”) on Form S-1 (or Form S-3, if the Company is consummated. The demand entitled to use such form, or other appropriate forms available for registration use by the Company) and use its reasonable best efforts to cause such Registration Statement to become effective in order that the Stockholders may sell the Shares in accordance with the proposed plan of distribution. 2.1.4 Prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith including any preliminary prospectus or supplemental or amended prospectus (the “Prospectus”) as may be made at any time during a period of four years beginning one (1) year from necessary to keep such Registration Statement continuously effective and to comply with the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders provisions of the Warrants and/or Securities Act with respect to the Registrable Securities within ten days from the date offer of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering Shares during the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale period required for distribution of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register Shares, which period shall not be in excess of the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause earlier of (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement Registration Statement, and (ii) the sale or post-effective amendment. other disposition of all Shares covered by such Registration Statement. 2.1.5 Furnish to each Stockholder such number of copies of the Prospectus (including any preliminary prospectus or supplemental or amended prospectus) as such Stockholder may reasonably request in order to facilitate the sale and distribution of the Shares. 2.1.6 Notwithstanding the foregoing, if the Company shall furnish to each Stockholder 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 would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, the Company shall have the right to defer such filing for a period of not more than sixty (60) days after receipt of the request of the Stockholder; provided, however, that the Company may not utilize this right with respect to a request under Section 2 more than once in any twelve (12) month period. 2.2 The Holders shall only use the prospectuses provided by right of each Stockholder to require the Company to sell register Shares pursuant to the provisions of this Section 2 shall be subject to the condition that if a request for registration is made within sixty (60) days prior to the conclusion of the Company’s then current fiscal year, the Company shall have the right to delay the filing of the Registration Statement until the Company files with the Commission its audited financial statements for such fiscal year. 2.3 If the Requisite Holders intend to distribute the Registrable Securities covered by the notice pursuant to section 2.1 by means of an underwriting, the Requisite Holders shall so advise the Company as a part of the notice made pursuant to section 2.1 and provide the name of the managing underwriter or underwriters that the Requisite Holders propose to engage in connection with the proposed public offering. If the managing underwriter of such underwritten offering shall inform the Company and the Stockholders requesting that their Shares be registered pursuant to this Section 2 by letter of its belief that the amount of Shares requested to be included in such registration statementexceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to the Requisite Holders, then the Company will include in such registration such amount of Shares which the Company is so advised can be sold in (or during the time of) such offering pro rata on the basis of the amount of such Shares so proposed to be sold and will immediately cease so requested to use any prospectus furnished be included by the Company respective Stockholders. 2.4 A registration shall not be deemed to have been effected (i) unless it has become effective and remained effective for the period specified in subsection 2.1.4, (ii) if, after it has become effective, such registration is terminated by a stop order, injunction or other order of the Commission or other governmental agency or court, or (iii) if the Company advises conditions to closing specified in any purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied for any reason, other than as a result of the Holder that voluntary termination of such prospectus may no longer offering by the Requisite Holders or any failure by the Requisite Holders to satisfy or perform the conditions or covenants on their part to be used due to a material misstatement satisfied or omissionperformed.

Demand Registration Rights. (a) The Company, upon written demand (“Demand Notice”) of the Majority Holders, Company hereby covenants and agrees to register on one occasion all of the Registrable Securities. On such occasion, that if the Company will shall receive, at any time after the one year anniversary of this Agreement, a written request from a Holder or Holders (the Initiating Holders) that the Company file a registration statement or a post-effective amendment to under the Registration Statement Securities Act covering the registration of all or any portion of Registrable Securities within fortythen held by the Initiating Holders (a Registration Statement) and the anticipated gross aggregate offering price (based on the Company’s then-five current share price) is reasonably expected to exceed $10 million (45) days after receipt or if less constitutes all of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective the remaining Registrable Securities), then the Company shall as soon as possible thereafterreasonably practicable, and in any event within 60 calendar days of the receipt of such request (the Filing Deadline), file a Registration Statement under the Securities Act covering all Registrable Securities which the Initiating Holders have requested to be registered and cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable, but in no event later than 90 calendar days of the receipt of such request (the Effectiveness Deadline); providedprovided that in the event that the Company is informed by the SEC that the SEC will review such Registration Statement, howeverthe Effectiveness Deadline shall be extended by 60 calendar days from the date otherwise calculable hereunder). At the request of the Initiating Holders, that such Registration Statement may be for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a Shelf Registration Statement). Notwithstanding this Section 2(a), the Company shall not be required obligated to comply with a Demand Notice if the Company has filed a effect any registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to this Section 8.3 hereof and either: 2(a): (i) in any particular jurisdiction in which the Holder has elected Company would be required to participate execute a general consent to service of process in effecting such registration, unless the offering covered by Company is already subject to service in such registration statement or jurisdiction and except as may be required under the Securities Act, (ii) if such the request for registration statement relates to an underwritten primary occurs during the Non-Registration Period, (iii) during the period starting with the filing of, and ending on the date 180 calendar days following the date any registration requested hereunder was initially declared or automatically became effective, (iv) following the Non-Registration Period, during the period starting with the filing of, and ending on the date 180 calendar days following the final date upon which a Shelf Registration Statement was effective, or (v) during the 90 calendar day period following the closing date of a public offering of securities by the Company. Without the consent of the CompanyInitiating Holders, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all shall not include securities other registered Holders of the Warrants and/or the than Registrable Securities within ten days from to be sold by the date of the receipt of Initiating Holders in any such Demand Noticeregistration effected pursuant to this Section 2(a). (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities keep any Registration Statement filed pursuant to Section 8.2(a)2(a) continuously effective, but supplemented and amended to the Holders shall pay all any extent necessary to ensure that it is available for sales of Registrable Securities requested to be registered by the Initiating Holders, and all underwriting commissions to ensure that it conforms with the requirements of this Agreement, the Securities Act and the expenses policies, rules and regulations of the SEC as in effect from time to time, (i) if such Registration Statement is not a Shelf Registration Statement, for a period of up to 90 days or, if earlier, until the date on which all Registrable Securities covered by such Registration Statement have been sold pursuant thereto, and (ii) if such Registration Statement is a Shelf Registration Statement, until the date on which all Registrable Securities covered by such Registration Statement have been sold pursuant thereto. Notwithstanding the foregoing, the Company shall not be required to keep any Registration Statement effective during (x) the Non-Registration Period or (y) following the Non-Registration Period, for a period exceeding six months. (c) As a condition to the filing of any legal counsel selected by Registration Statement filed pursuant to this Section 2, the Holders to represent them in connection with the sale Investors agree that so long as they collectively have beneficial ownership of ten percent or more of the Registrable Securities. The outstanding Company agrees Common Stock, the Investors will not sell shares registered pursuant to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s)this Agreement other than through Organized Sales; provided, however, that the Investors may sell such shares through Non-Organized Sales for so long as the total number of shares sold by the Investors in no all Non-Organized Sales does not exceed an aggregate of fifteen percent (15%) of the Company’s outstanding Common Stock (as measured at the time of the most recent sale) (the Non-Organized Sale Limit). Notwithstanding the foregoing, in the event shall the Company be required to register the Registrable Securities in a state in which such registration would cause that (i) the placement agent or underwriter of an Organized Sale requests reasonable lock-up agreements from stockholders of the Company other than the Investors in a manner consistent with industry practice, (ii) such other stockholders do not agree to the lock-up requested in a manner consistent with industry practice, and (iii) such Organized Sale is aborted by the Investors or the requesting underwriter or placement agent in connection with clause (ii), then the Non-Organized Sale Limit shall be increased by the number of Registrable Securities proposed to be obligated to register, license or qualify to do business included in such state, submit Organized Sale. (d) The Initiating Holders shall have the right (in their sole discretion) to general service terminate or withdraw any registration (a Withdrawn Registration) under this Section 2 prior to the effectiveness of process in such state registration whether or would subject not the Company or any other Person has included securities therein, in which case the Company will no longer be required to taxation proceed with such registration; such withdrawn registration shall not count as a foreign corporation doing business in such jurisdiction registration for purposes of this Section 2 and the Initiating Holders, not the Company, shall bear any and all expenses of any registration begun under this Section 2 (including expenses of the Company) the request of which has been withdrawn by the Initiating Holders, unless (i) there is a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, after the filing date of the most recent annual report or, if later, the most recent quarterly report, of the Company filed with the SEC on a Form 10-K or Form 10-Q, as the case may be, filed prior to the making of the relevant request for registration under Section 2(a) and prior to the making of the relevant request for registration under Section 2(a) (the Most Recent SEC Report) or (ii) the principal stockholders Most Recent SEC Report includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the Company circumstances under which they were made, not misleading. If the Initiating Holders are required to bear such expenses, such expenses shall be obligated to escrow their shares of capital stock of borne by the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant Initiating Holders in proportion to the demand right granted under Section 8(a) to remain effective for a period number of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such for which registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionwas requested.

Demand Registration Rights. (a) The CompanySubject to the provisions of this Section 4, upon at any time and from time to time after the date hereof, the Apollo Group may make one or more written demand requests (each, a “Demand NoticeRegistration Request”) to the Company for registration under and in accordance with the provisions of the Majority HoldersSecurities Act of all or part of their shares of Common Stock. (b) All Registration Requests made pursuant to this Section 4 will specify the aggregate amount of shares of Common Stock to be registered and will also specify the intended methods of disposition thereof. Subject to Section 4(c), agrees to register on one occasion all promptly upon receipt of the Registrable Securities. On any such occasionRegistration Request, the Company will file a use its reasonable best efforts to effect such registration statement or a under the Securities Act (including, without limitation, filing post-effective amendment amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with the applicable regulations promulgated under the Securities Act) of the shares of Common Stock which the Company has been so requested to register within 180 days of such request (or within 120 days of such request in the case of a Registration Request after a Qualified Public Offering (subject to any lock-up restrictions)). (c) If the Company receives a Registration Request and the Company furnishes to the Apollo Group a copy of a resolution of the Board certified by the secretary of the Company stating that in the good faith judgment of the Board it would be materially adverse to the Company for a Registration Statement covering to be filed on or before the Registrable Securities within forty-five date such filing would otherwise be required hereunder, the Company shall have the right to defer such filing for a period of not more than ninety (4590) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have the date such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the filing would otherwise be required hereunder. The Company shall not be required permitted to comply with a Demand Notice if take such action more than once in any 360-day period. If the Company has filed shall so postpone the filing of a registration statement with respect to which Registration Statement, the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) Apollo Group may withdraw its Registration Request by so advising the Holder has elected to participate Company in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until writing within thirty (30) days after receipt of the notice of postponement. In addition, if the Company receives a Registration Request and the Company is then in the process of preparing to engage in a Public Sale, the Company shall inform the Apollo Group of the Company’s intent to engage in a Public Sale and may require the Apollo Group to withdraw such offering is consummated. The demand Registration Request for registration may be made at any time during a period of four years beginning one (1) year from up to 120 days so that the Base DateCompany may complete its Public Sale. In the event that the Company ceases to pursue such Public Sale, it shall promptly inform the Apollo Group and the Apollo Group shall be permitted to submit a new Registration Request. The Company covenants and agrees foregoing shall be without prejudice to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders rights of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand NoticeApollo Group pursuant to Section 5. (bd) Registrations under this Section 4 shall be on such appropriate registration form of the Securities and Exchange Commission (i) as shall be selected by the Company and as shall be reasonably acceptable to the Apollo Group and (ii) as shall permit the disposition of such Common Stock in accordance with the intended method or methods of disposition specified in the Registration Request. If, in connection with any registration under this Section 4 which is proposed by the Company to be on Form S-3 or any successor form, the managing underwriter, if any, shall advise the Company in writing that in its opinion the use of another permitted form is of material importance to the success of the offering, then such registration shall be on such other permitted form. (e) The Company shall bear all fees and expenses attendant use its best efforts to registering keep any Registration Statement filed in response to a Registration Request effective for as long as is necessary for the Registrable Securities pursuant Apollo Group to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale dispose of the Registrable Securities. The Company agrees covered securities. (f) In the case of a Registration Request that involves an Underwritten Offering, the Apollo Group shall select the underwriters, provided such selection is reasonably acceptable to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.

Demand Registration Rights. (a) The CompanyDuring the Effective Period, upon the Holders representing a majority of the then outstanding Registrable Securities may request, by written demand notice to the Trust (the “Demand Notice”) ), that the Trust effect the registration under the Securities Act of the Majority Holders, agrees number of Registrable Securities requested to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment be so registered pursuant to the Registration Statement covering the Registrable Securities within forty-five terms and conditions set forth in this Agreement (45) days after each a “Demand Registration”). Following receipt of a Demand Notice and for a Demand Registration, the Trust shall use its Reasonable Best Efforts reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. All Demand Notices made pursuant to this Section 2 will specify the number of Registrable Securities to be registered, whether or not such Registration Statement should be a Shelf Registration Statement, and the intended methods of disposition thereof. The Holders shall be entitled to a maximum of five (5) Demand Registrations, which shall include (i) any Demand Registrations for registration pursuant to a Shelf Registration Statement and (ii) any Demand Registrations that are transferred to a Transferee in accordance with Section 9(d) hereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to Section 2(d). (b) Within ten (10) days after receipt by the Trust of a Demand Notice, the Trust will give notice to the other Holders of such Demand Registration. Such notice shall describe such securities and specify the form, manner and other relevant aspects of such proposed registration. Each Holder may, by written response delivered to the Trust within twenty (20) days after the receipt by such Holder of any such notice, request that all or a specified part of the Registrable Securities held by such Holder be included in such Demand Registration (a “Piggyback Registration”). Such response shall also specify the intended method of disposition of such Registrable Securities. The Trust thereupon will use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Trust has been so requested to register by the Holders to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so registered. No registration of Registrable Securities of the Holders effected by Piggyback Registration under this Section 2(b) shall relieve the Trust of any of its obligations to effect registrations of Registrable Securities of the Holders pursuant to, or reduce the total number of Demand Registrations to which the Holders continue to remain entitled under, Section 2(a) hereof. (c) If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other Holders of Registrable Securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (i) first, the securities for which inclusion in such Demand Registration for which the Demand Notice was submitted; and (ii) second, the securities for which inclusion in any Piggyback Registration for which a notice was submitted in accordance with this Agreement pro rata among the Registrable Securities requested to be included in such Piggyback Registration. (d) The Trust shall use commercially reasonable efforts to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least ninety (90) days (or three years if a Shelf Registration Statement is requested) after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold or all Registrable Securities have ceased to be Registrable Securities; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration statement at the request of the Trust pursuant to this Agreement, except that with respect to a Shelf Registration Statement on Form S-3 that becomes effective automatically pursuant to Rule 462(e) under the Securities Act, such period may not be extended beyond three years after the effective date thereof or post-effective amendment declared effective such shorter or longer period as soon as possible thereaftermay be subsequently permitted by the SEC. (e) Notwithstanding the foregoing, if the Trust shall furnish to the Holders requesting a registration pursuant to this Section 2 within 30 days of receiving such request a certificate signed by the Trust stating that in the good faith judgment of the Trustee it would be detrimental to the Trust and its unitholders for such Registration Statement to be filed and it is therefore beneficial to defer the filing of such Registration Statement, the Trust shall have the right to defer such filing for up to two periods of not more than 30 days each after receipt of each request of the Holders; provided, however, that the Company Trust may not use this right more than once (for a total of up to 60 days) in any 12-month period. If the Trust shall so postpone the filing of a Registration Statement the demanding Holders shall have the right to withdraw the request for registration by giving written notice to the Trust within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered by the Trust, and in the event of such withdrawal, such request shall not be required to comply with a Demand Notice if reduce the Company has filed a registration statement number of available registrations with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under this Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission2.

Demand Registration Rights. (a) The CompanySubject to the provisions of this Section 3, upon at any time and from time to time after the date hereof, the Apollo Group may make one or more written demand requests (“Demand NoticeRegistration Request”) to the Company for registration under and in accordance with the provisions of the Majority Holders, agrees to register on one occasion Securities Act of all or part of the their Registrable Securities. On such occasion, All Registration Requests made pursuant to this Section 3 will specify the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the aggregate amount of Registrable Securities within forty-five (45) days after receipt to be registered and will also specify the intended methods of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Noticedisposition thereof. (b) Subject to the provisions of this Section 3, promptly upon receipt of any such Registration Request, the Company will use its best efforts to effect such registration under the Securities Act within 120 days of such request (subject to any lock-up restrictions) of the Registrable Securities that the Company has been so requested to register, including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with the applicable regulations promulgated under the Securities Act. At any time prior to the registration, the Apollo Group may revoke its Registration Request by providing a notice to the Company revoking such Registration Request. (c) If the Company receives a Registration Request and the Company furnishes to the Apollo Group a copy of a resolution of the Board (certified by the secretary of the Company) stating that in the good faith judgment of the Board it would be materially adverse to the Company for a Registration Statement (or an Underwritten Shelf Take-Down or a Non-Marketed Shelf Take-Down) to be filed or effected on or before the date such filing or take-downs would otherwise be required hereunder, the Company shall have the right to defer such filing or take-downs for a period of not more than fifty (50) days after the date such filing or take-downs would otherwise be required hereunder. The Company shall bear not be permitted to take such action more than twice in any 360-day period (except that the Company shall be able to use this right more than twice in any 12-month period if the Company is exercising such right during the 15-day period prior to the Company’s regularly scheduled quarterly earnings announcement date and the total number of days postponement in such 12-month period does not exceed ninety (90) days). If the Company shall so postpone the filing of a Registration Statement, the Apollo Group may withdraw its Registration Request by so advising the Company in writing. In addition, if the Company receives a Registration Request and the Company is then in the process of preparing to register Common Shares in connection with a primary offering, the Company shall inform the Apollo Group of the Company’s intent to engage in a primary offering and may require the Apollo Group to withdraw such Registration Request for a period of up to 120 days so that the Company may complete its offering. In the event that the Company ceases to pursue such primary offering, it shall promptly inform the Apollo Group in writing and the Apollo Group shall be permitted to submit a new Registration Request. For the avoidance of doubt, the Apollo Group shall have the right to participate in the Company’s primary offering as provided in Section 4 (and notwithstanding anything to the contrary in Section 4, the Apollo Group shall have the right to piggyback on the Company’s primary offering). (d) Registrations under this Section 3 shall be on such appropriate registration form of the Securities and Exchange Commission (i) as shall be selected by the Apollo Group and as shall be reasonably acceptable to the Company and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the Registration Request. If, in connection with any registration under this Section 3 that is proposed by the Apollo Group to be on Form S-3 or any successor form, the managing underwriter, if any, shall advise the Apollo Group or the Company in writing that in its opinion the use of another permitted form is of material importance to the success of the offering, then such registration shall be on such other permitted form. Upon the Company becoming a Well-Known Seasoned Issuer, (x) the Company shall give written notice to the Apollo Group as promptly as practicable but in no event later than ten (10) days thereafter, and such notice shall describe, in reasonable detail, the basis on which the Company has become a Well-Known Seasoned Issuer, and (y) if the Apollo Group so elects in writing at any time thereafter, the Company shall, as promptly as practicable, file an Automatic Shelf Registration Statement, which would cover all fees and expenses attendant to registering of the Registrable Securities pursuant of the Apollo Group. (e) The Company shall use its best efforts to Section 8.2(akeep any Registration Statement filed in response to a Registration Request effective for as long as is necessary for the Apollo Group to dispose of all of the covered securities. (f) In the case of an Underwritten Offering that is the subject of a Registration Request, the Apollo Group shall select the underwriter(s) (including the roles thereof); provided that such selection is reasonably acceptable to the Company. (g) Following such time as the Company shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, but the Holders Apollo Group shall pay have the right to request in writing an unlimited number of registrations under the Securities Act of all or any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale portion of the Registrable SecuritiesSecurities beneficially owned by any member of the Apollo Group on Form S-3 (or any successor form) or any similar short form registration statement, if available (a “Short-Form Registration”) and the Apollo Group may request that such Short-Form Registration constitute a shelf offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act (a “Shelf Registration”), in which case the provisions of this Section 3(g) shall be applicable. The All written requests for Short-Form Registrations shall (i) specify the aggregate number of Registrable Securities intended to be sold or disposed of, (ii) state the intended method of disposition of such Registrable Securities and (iii) whether or not such Short-Form Registration shall be a Shelf Registration, and upon receipt of such request, the Company agrees to shall use its Reasonable Best Efforts best efforts promptly to qualify or register effect the registration under the Securities Act of the Registrable Securities so requested to be registered. Any Apollo Group member whose Registrable Securities are included in an effective Shelf Registration (a “Shelf Holder”) may initiate an offering or sale of all or part of such Registrable Securities (a “Shelf Take-Down”). If a Shelf Holder so elects in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the Company shall file and effect an amendment or supplement to its Shelf Registration for such purpose as soon as practicable. Such initiating Shelf Holder shall indicate in such states as are reasonably requested Underwritten Shelf Take-Down Notice whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the Majority Holder(sunderwriters (a “Marketed Underwritten Shelf Take-Down”); provided. If a Shelf Holder desires to effect a Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down and that does not involve an Underwritten Offering (a “Non-Marketed Shelf Take-Down”), however, that such Shelf Holder shall so indicate in no event shall a written request delivered to the Company be required no later than three Business Days prior to register the Registrable Securities in a state in expected date of such Non-Marketed Shelf Take-Down, which such registration would cause request shall include (i) the Company total number of Registrable Securities expected to be obligated to register, license or qualify to do business offered and sold in such stateNon-Marketed Shelf Take-Down, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders expected plan of distribution of such Non-Marketed Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non-Marketed Shelf Take-Down, and, if necessary, the Company shall file and effect an amendment or supplement to its Short Form Shelf Registration for such purpose as soon as practicable. All determinations as to whether to complete any Non-Marketed Shelf Take-Down and as to the timing, manner, price and other terms of any Non-Marketed Shelf Take-Down shall be at the discretion of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionapplicable Shelf Holder.

Demand Registration Rights. (a) 2.1 The CompanyCompany hereby grants to the Stockholders, upon written demand (“Demand Notice”) and to each of them, the right to require the Company to use its reasonable best efforts to cause the registration for sale in a public offering of all or a portion of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Stockholders’ Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafterin accordance with this Section 2; provided, however, that the Company shall not be required have any obligation to comply with effect more than a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights total of three (3) effective registrations pursuant to this Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement 2 or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning effect more than one (1) year from in any six (6) month period. If the Base Date. The Company covenants shall have received a written request submitted by one or more Stockholders owning at least a majority of the Registrable Securities outstanding at the time of such request (the “Requisite Holders”) that such Stockholders desire to have the Company register Registrable Securities for sale and agrees specifying the number of Registrable Securities proposed to give written notice be sold (for the purposes of its this Section 2, together with the Registrable Securities referred to in Section 2.1.2 below, “Shares”), which request shall in no event cover Shares with less than a $5 million estimated offering price, and the proposed plan for distribution of the Shares, the Company will: 2.1.1 Give prompt (but in any event within fifteen (15) days after the receipt of any Demand Notice by any Holder(sthe Requisite Holders’ notice) notice to all other registered Holders Stockholders of such request and of such other Stockholders’ rights to have their Registrable Securities included in such registration. 2.1.2 Upon the request of any such Stockholder made within fifteen (15) days after the receipt by such Stockholder of the Warrants and/or notice given pursuant to Section 2.1.1 (which request shall specify the Registrable Securities within ten intended to be included in such registration by such Stockholder and the intended method or methods of disposition thereof), the Company will use its reasonable best efforts to effect the registration of all Shares which the Company has been so requested to register pursuant to this Section 2.1. 2.1.3 Prepare and file as soon as practicable, but in no event later than sixty (60) days from the date notice is received from the Requisite Holders a registration statement under the Securities Act (“Registration Statement”) with the Securities and Exchange Commission (“SEC”) on Form S-1 (or Form S-3, if the Company is entitled to use such form, or other appropriate forms available for use by the Company) and use its reasonable best efforts to cause such Registration Statement to become effective in order that the Stockholders may sell the Shares in accordance with the proposed plan of distribution. 2.1.4 Prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith including any preliminary prospectus or supplemental or amended prospectus (the “Prospectus”) as may be necessary to keep such Registration Statement continuously effective and to comply with the provisions of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant Securities Act with respect to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale offer of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register Shares during the Registrable Securities period required for distribution of the Shares, which period shall not be in such states as are reasonably requested by excess of the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause earlier of (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or nine (ii9) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such Registration Statement, and (ii) the sale or other disposition of all Shares covered by such Registration Statement. 2.1.5 Furnish to each Stockholder such number of copies of the Prospectus (including any preliminary prospectus or supplemental or amended prospectus) as such Stockholder may reasonably request in order to facilitate the sale and distribution of the Shares. 2.1.6 Notwithstanding the foregoing, if the Company shall furnish to each Stockholder that requested registration statement or post-effective amendment. 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 would be detrimental to the Company and its stockholders for such Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Requisite Holders; provided, however, that the Company may not utilize this right with respect to a request under Section 2 more than once in any twelve (12) month period. 2.2 The Holders shall only use the prospectuses provided by right of each Stockholder to require the Company to sell register Shares pursuant to the provisions of this Section 2 shall be subject to the condition that if a request for registration is made within sixty (60) days prior to the conclusion of the Company’s then current fiscal year, the Company shall have the right to delay the filing of the Registration Statement until the Company files with the SEC its audited financial statements for such fiscal year. 2.3 If the Requisite Holders intend to distribute the Registrable Securities covered by the notice pursuant to Section 2.1 by means of an underwriter, the Requisite Holders shall so advise the Company as a part of the notice made pursuant to Section 2.1 and provide the name of the managing underwriter or underwriters that the Requisite Holders propose to engage in connection with the proposed public offering. If the managing underwriter of such underwritten offering shall inform the Company and the Stockholders requesting that their Shares be registered pursuant to this Section 2 by letter of its belief that the amount of Shares requested to be included in such registration statementexceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to the Requisite Holders, then the Company will include in such registration such amount of Shares which the Company is so advised can be sold in (or during the time of) such offering pro rata on the basis of the amount of such Shares so proposed to be sold and will immediately cease so requested to use any prospectus furnished be included by the Company respective Stockholders. 2.4 A registration shall not be deemed to have been effected (i) unless a Registration Statement has been declared effective by the SEC and remained effective for the period specified in Section 2.1.4, (ii) if, after it has become effective, such registration is terminated by a stop order, injunction or other order of the SEC or other governmental agency or court prior to the time period specified in Section 2.1.4, or (iii) if the Company advises conditions to closing specified in any purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied for any reason, other than as a result of the Holder that voluntary termination of such prospectus may no longer offering by the Requisite Holders or any failure by the Requisite Holders to satisfy or perform the conditions or covenants on their part to be used due to a material misstatement satisfied or omissionperformed.

Demand Registration Rights. (ai) The CompanyAt any time during the Initial Demand Period, upon Holders who hold in the aggregate fifty percent (50%) or more of the then outstanding Registrable Shares may on one occasion make a written demand request to the Company (a “Demand NoticeRequest”) for registration under the Securities Act (a “Demand Registration”) of Registrable Shares held by such Holders. At any time during the Majority HoldersLater Demand Period, agrees to register Holders who hold in the aggregate twenty-five percent (25%) or more of the then outstanding Registrable Shares may on one occasion all make a Demand Request for Demand Registration of Registrable Shares held by such Holders. In addition to the Demand Requests provided in the preceding sentences, at any time after the expiration of any lock-up period applicable to such Holder, (A) RAC or one or more of its distributees or transferees may on up to two occasions, (B) GES or one or more of its distributees or transferees may on one occasion, and (C) Sprott or one or more of its distributees or transferees may on one occasion after the first anniversary of the date of this Agreement make a Demand Request for a Demand Registration of Registrable Securities. On Shares held by such occasionHolder, and as long as such Holder beneficially owns 5% or more of the then outstanding shares of Common Stock, RAC, GES or Sprott shall be entitled to make such Demand Request whether or not the shares of Common Stock covered by such Demand Request are then Registrable Shares or are freely saleable by the Holder without any restrictions pursuant to Rule 144. (ii) The Company may defer the filing (but not the preparation) of a registration statement required by this Section 2(a) until a date not later than sixty (60) days after the Required Filing Date (as defined below) if (A) at the time the Company receives the Demand Request, the Company will file a registration statement or a postits Subsidiaries are engaged in confidential negotiations, other confidential business activities or is otherwise in possession of material non-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt public information, disclosure of a Demand Notice and use its Reasonable Best Efforts to have which would be required in such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall (but would not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates were not filed), and the Board of Directors of the Company (the “Board of Directors”) determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders, (B) an underwritten primary investment banking firm advises the Company that effecting such registration would materially and adversely affect an offering of securities of the Company, until or (C) prior to receiving the Demand Request, the Board of Directors had determined to effect a registered underwritten public offering covered by of the Company’s equity securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting (subject to the terms of this Agreement) and entering into a letter of intent with the managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this subsection (ii) shall be lifted, and the requested registration statement shall be filed forthwith, if: in the case of a deferral pursuant to clause (A) of the preceding sentence, the negotiations or other activities are disclosed or terminated; in the case of a deferral pursuant to clause (B) of the preceding sentence, such investment banking firm advises the Company that effecting such registration would no longer materially and adversely affect an offering of securities of the Company; or, in the case of a deferral pursuant to clause (C) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement has pursuant to this subsection (ii), the Company shall promptly, upon determining to seek such deferral, deliver to a requesting holder a certificate signed by the President or CEO of the Company stating that the Company is deferring such filing pursuant to this subsection (ii) and the basis therefor. Within ten days after receiving such certificate, the requesting holder for which registration was previously requested may withdraw such request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been withdrawn or until thirty made for all purposes of this Agreement. Notwithstanding the foregoing, the Company may not defer the filing a registration statement pursuant to this subsection (30ii) for more than sixty (60) days in any twelve (12) month period. (iii) Each Demand Request shall specify the number of Registrable Shares proposed to be sold by the Holders making the Demand Request. Upon receipt of such Demand Request, the Company shall promptly (but in no event later than ten days following receipt thereof) deliver notice of such Demand Request to all other holders of Registrable Shares. Subject to subsection (ii) of this Section 2(a), the Company shall use all commercially reasonable efforts to file the Demand Registration within ninety (90) days after receiving a Demand Request (the “Required Filing Date”) covering all outstanding Registrable Shares for which the Company has received the information required under Section 2(g) and shall use all commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Datefiling. The Company covenants shall pay its fees, costs and agrees expenses, including cost of registration, consents, “comfort letter” and any company counsel opinions, related to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees Registration, and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any pro rata selling stockholder legal expenses, blue sky expenses and all underwriting commissions or spread on Holder shares. (iv) If RAC, GES or Sprott (or their respective distributees) elect to distribute the Registrable Shares covered by their Demand Request in an Underwritten Offering, they shall so advise the Company as a part of their Demand Request made pursuant to Section 2(a)(i), and the expenses Company shall include such information in its notice to the other Holders of any legal counsel selected by Registrable Shares. The Holders of a majority of the Holders Registrable Shares initially requesting the Demand Registration shall select the investment banking firm or firms to represent them act as the managing underwriter or underwriters in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s)offering; provided, however, that in no event such selection shall be subject to the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock consent of the Company. The Company , which consent shall cause any registration statement not be unreasonably withheld or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissiondelayed.

Demand Registration Rights. (a) The CompanyDuring the term of this Agreement, upon at any time and from time to time from and after the date hereof, the Holder may, subject to the limitations of this Article 2, require the Company to file a Prospectus under applicable Securities Laws and/or a Registration Statement under the U.S. Securities Act and take such other steps as may be necessary to facilitate a secondary offering in one or more of the Qualifying Provinces and/or the United States of all or any portion of the Registrable Securities held by the Holder (a “Demand Registration”), by giving written demand notice of such Demand Registration to the Company (the “Demand Notice”) of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter); provided, however, that that, subject to Sections 2.3 and 2.4, if the Holder delivers a Demand Registration pursuant to this Section 2.1 to sell more than 33% of its Registrable Securities, then the Company shall not be required shall, in its sole discretion, have the right to comply with a Demand Notice if require the Company has filed a registration statement with respect to which sale by the Holder is entitled to piggyback registration rights of all of its Registrable Securities pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand NoticeRegistration. (b) The Company shall bear shall, subject to the limitations of this Article 2 and applicable Securities Laws, use commercially reasonable efforts to as expeditiously as reasonably practicable, but in any event no more than 45 days after the Company’s receipt of the Demand Notice, prepare and file a preliminary Prospectus under applicable Securities Laws and/or a Registration Statement under the U.S. Securities Act, as applicable, and promptly thereafter take such other steps as may be necessary in order to effect the Distribution in one or more of the Qualifying Provinces of all fees and expenses attendant or any portion (as may be reduced pursuant to registering Section 2.3) of the Registrable Securities pursuant of the Holder requested to Section 8.2(a), but the Holders be included in such Demand Registration. The Parties shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them cooperate in a timely manner in connection with any such Distribution and the sale procedures set forth in Section 2.6 shall apply to such Distribution. (c) The Company shall not be obliged to effect a Demand Registration: (i) within a period of three months after the date of completion of a previous Demand Registration; (ii) during a regularly scheduled black-out period in which insiders of the Registrable Securities. The Company agrees are restricted from trading in securities of the Company under the xxxxxxx xxxxxxx policy or any other applicable policy of the Company; or (iii) in the event the Board reasonably determines in its good faith judgment that either: (A) the effect of the filing of a Prospectus or a Registration Statement, as applicable, would impede the ability of the Company to use consummate a pending or proposed material financing, acquisition, corporate reorganization, merger or other material transaction involving the Company or would have a material adverse effect on the business of the Company and its Reasonable Best Efforts Subsidiaries (taken as a whole); or (B) there exists at the time material non-public information relating to qualify or register the Registrable Securities Company the disclosure of which would be detrimental to the Company (each of (A) and (B) being, a “Valid Business Reason”), then in such states as are reasonably requested by either case, the Majority Holder(s)Company’s obligations under this Section 2.1 shall be deferred for a period of not more than 90 days from the date of receipt of the Demand Notice; provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company shall give written notice to be obligated the Holder: (x) of its determination to registerpostpone filing of the Prospectus and/or Registration Statement, license or qualify as applicable, and, subject to do business in such state, submit to general service of process in such state or would subject compliance by the Company with applicable Securities Laws, of the facts giving rise to taxation as a foreign corporation doing business in such jurisdiction or the Valid Business Reason and (y) of the time at which it determines the Valid Business Reason to no longer exist; and (ii) the principal stockholders Company shall not qualify or register any securities offered by the Company for its own account during such period, provided, however, that if the Holder provides notice to the Company advising the Company that the CBG Group has determined based on information not available to it as at the date of this Agreement that holding an investment in the Company could reasonably be expected to trigger a violation of, or any liability, other than any liability arising from obligations required to be performed by the CBG Group under this Agreement or the Subscription Agreement, to the CBG Group under, Applicable Law (which, for greater certainty, shall include any Laws applicable to the United States), or could otherwise be reasonably expected to have an adverse effect on the CBG Group or any of its businesses, which notice outlines the basis upon which the CBG Group has reached the above referenced determination, then the Holder shall have the immediate right to exercise a Demand Registration pursuant to this Section 2.1 and to sell all of its Registrable Securities without any of the limitations or constraints on the Holder set forth in this Section 2.1; provided that in the event the Board reasonably determines in its good faith judgment that there is a Valid Business Reason, then the Company’s obligations under this Section 2.1 shall be deferred for a period of not more than 15 days from the date of receipt of such notice from the Holder; provided, however, that (i) the Company shall give written notice to the Holder: (x) of its determination to postpone filing of the Prospectus and/or the Registration Statement, as applicable, and, subject to compliance by the Company with applicable Securities Laws, of the facts giving rise to the Valid Business Reason and (y) of the time within such 15 day period at which it determines the Valid Business Reason to no longer exist; and (ii) the Company shall not qualify or register any securities offered by the Company for its own account during such 15 day period. (d) A Demand Notice shall: (i) specify the number of Registrable Securities that the Holder intends to offer and sell; (ii) express the intention of the Holder to offer or cause the offering of such Registrable Securities; (iii) describe the nature or methods of the proposed offer and sale thereof, the Qualifying Provinces in which such offer will be made, and whether such offer will be made in the United States; (iv) contain the undertaking of the Holder to provide all such information regarding its holdings and the proposed manner of distribution thereof as may be required in order to permit the Company to comply with all Securities Laws; and (v) specify whether such offer and sale will be obligated made by an underwritten offering. (e) In the case of an underwritten public offering initiated pursuant to escrow their shares of capital stock of this Section 2.1, the CompanyCompany shall have the right to select the managing underwriter or underwriters to effect the Distribution in connection with such Demand Registration, provided, however, that such selection shall also be satisfactory to the Holder, acting reasonably. The Company shall cause have the right to retain counsel of its choice to assist it in fulfilling its obligations under this Article 2. (f) The Company shall be entitled to include Common Shares which are not Registrable Securities in any registration statement Demand Registration. Notwithstanding the foregoing, if the managing underwriter or post-effective amendment filed underwriters shall impose a limitation on the number or kind of securities which may be included in any such Distribution because, in its reasonable judgment, the inclusion of securities requested to be included in such offering exceeds the number of securities which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the Holder (the “Minimum Price”), then the Holder shall be obligated to include in such Distribution such portion of the Common Shares that have been requested to be included in such Distribution as is determined in good faith by such managing underwriter or underwriters in the priority provided for in Section 2.3(a). (g) In the case of an underwritten Demand Registration, the Holder and its representatives may participate in the negotiation of the terms of any underwriting agreement. Such participation in, and the Company’s completion of, the underwritten Demand Registration is conditional upon each of the Holder and the Company agreeing that the terms of any underwriting agreement are satisfactory to it, in its reasonable discretion. (h) The Company shall not sell, offer to sell, announce any intention to sell, grant any option for the sale of, or otherwise dispose of any Shares or securities convertible into Shares other than pursuant to the demand right granted under Section 8(a) to remain effective Share Incentive Plan and any other Convertible Securities outstanding as of the date of this Agreement, or acquire securities of the Company, whether for a period its own account or for the account of nine consecutive months another securityholder, from the effective date of such registration statement or post-effective amendment. The Holders shall only use a Demand Notice until the prospectuses provided by date of the Company to sell closing of the sale of the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises in accordance with a Demand Registration (unless the Holder that withdraws its request for qualification of its Registrable Securities pursuant to such prospectus may no longer be used due to a material misstatement or omissionDemand Registration in accordance with Section 2.4(a)).

Demand Registration Rights. (a) The Company, upon written demand (“Demand Notice”) of Commencing on the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, date that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after the date the Company completes a business combination with a private company in a reverse merger or reverse take-over transaction or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act) (a “Reverse Merger”), the Investor shall have a one-time right, by written notice to the Company, signed by the Investor ("Demand Notice"), to request the Company to register for resale all of the Registrable Securities included by the Investor in the Demand Notice (“Demand Registration Right”) under and in accordance with the provisions of the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with the Commission a Registration Statement covering the resale of such offering is consummatedRegistrable Securities ("Demand Registration Statement"). The demand Demand Registration Statement required hereunder shall be filed on Form S-3 (except if the Company is not then eligible to register for registration may resale the Registrable Securities on Form S-3, then such Registration Statement will be made at any time during a period of four years beginning one (1on Form S-1, Form SB-2, or such other appropriate form) year from by the Base applicable Filing Date. The Company covenants and agrees Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to give written notice of its receipt of any Demand Notice by any Holder(s) respond to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a)comments, but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected if any, received by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(sCommission); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-the Demand Registration Statement to be declared effective amendment filed pursuant to under the demand right granted Securities Act as promptly as possible after the filing thereof and shall keep the Demand Registration Statement continuously effective under Section 8(athe Securities Act until the earlier of (i) to remain effective for a period two years after its Effective Date, (ii) such time as all of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished Registration Statement have been publicly sold by the Company if Investor, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Investor pursuant to Rule 144(k) (“Effectiveness Period”). By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company advises shall file with the Holder that such prospectus may no longer Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used due in connection with sales pursuant to a material misstatement such Registration Statement (whether or omissionnot such filing is technically required under such Rule).

Demand Registration Rights. (a) The Company, upon Upon the written demand request (a “Demand Notice”) of the Majority Holders, agrees to register on one occasion all or more of the Holders (the “Initiating Demand Holders”) that the Company effect the registration under the Securities Act of Registrable Securities. On Securities held by such occasionHolders having a reasonably anticipated net aggregate offering price (after deduction of underwriter discounts and commissions and offering expenses) of at least $30,000,000 (or, if such Registrable Securities constitute all remaining Registrable Securities beneficially owned by the Initiating Demand Holders that initiated the applicable registration, of at least $20,000,000) as determined in good faith by the Company at the time of its receipt of the Demand Notice, which written request shall specify the aggregate number of Registrable Securities requested to be registered and the proposed method of distribution thereof, the Company will shall use its reasonable best efforts to file with the SEC as soon as reasonably practicable, but no later than 30 days, after its receipt of such Demand Notice (or, if the Company shall be legally prohibited from making such a registration statement or filing, as soon thereafter as is legally permissible), a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-with respect to such requested registration. (b) Within five (45) days Business Days after its receipt of a Demand Notice and use pursuant to Section 3(a), the Company shall give written notice of its Reasonable Best Efforts receipt of such Demand Notice to each Holder that is not an Initiating Demand Holder (other than any Holder that has provided written notice to the Company that such Holder elects not to receive notices from the Company pursuant to this Section 3(b)), informing such Holder of its right to have its Registrable Securities included among the securities to be covered thereby. At the written request of any such Holder given to the Company within ten Business Days after such notice from the Company has been so given, there shall be included among the securities covered by the Registration Statement for such requested registration statement or postthe number of Registrable Securities that such Holder shall have requested to be so included. (c) Notwithstanding the provisions of Section 3(a), and subject to Section 3(d), the Company shall not be required to take any action with respect to a registration requested pursuant to this Section 3: (i) if at the time of its receipt of the Demand Notice for such requested registration (other than a request for an Underwritten Offering made in accordance with this Section 3) the Company shall have effective under the Securities Act a Shelf Registration Statement pursuant to which the Holders could effect the disposition of their Registrable Securities according to their proposed method of distribution; (ii) if, within the 120-effective amendment declared effective as soon as possible thereafterday period immediately preceding delivery of the Demand Notice for such requested registration, the Holders shall have consummated a Demand Registration; or (iii) during the pendency of any Blackout Period; provided, however, that the Company shall be permitted to satisfy its obligations under Section 3(a) by amending (to the extent permitted by applicable law) within 30 days after a written request for registration thereunder, any Registration Statement previously filed by the Company under the Securities Act so that such Registration Statement (as so amended) shall permit the disposition (in accordance with the intended methods of disposition, including, without limitation, an Underwritten Offering, specified by the Holders as aforesaid) of all of the Registrable Securities for which a demand for registration has been made pursuant to Section 3(a). If the Company shall so amend a previously filed Registration Statement, it shall be deemed to have effected a registration for purposes of this Section 3. (d) Notwithstanding the other provisions of this Section 3, but subject to Section 3(c), at such time or times as the Company is not Form S-3 Eligible, the Holders shall have the right hereunder to effect a maximum of five Demand Registrations in the aggregate, and the Company shall in no event be required obligated to comply with a Demand Notice if take any action to effect: (i) more than three registrations initiated by the Denali Holders; or (ii) more than two registrations initiated by the Silver Lake Holders. From and after such time as the Company has filed a registration statement with respect to which become Form S-3 Eligible, and for so long as the Holder is entitled to piggyback registration rights pursuant Company remains Form S-3 Eligible, the Holders shall have the right hereunder, subject to Section 8.3 hereof and either3(c), to effect an unlimited number of Demand Registrations. (e) Subject to Section 3(f), a Demand Registration shall not be deemed to be effected for purposes of this Section 3: (i) if the Holder Registration Statement for such Demand Registration has elected to participate not been declared effective by the SEC or become effective in accordance with the Securities Act and the rules and regulations thereunder; (ii) in the offering case of a Demand Registration that does not contemplate an Underwritten Offering, if the Registration Statement therefor does not remain effective for at least 180 days (or such shorter period as will terminate when all Registrable Securities covered by such registration statement Registration Statement have been sold or withdrawn); (iiiii) in the case of a Demand Registration that contemplates an Underwritten Offering, if (A) the Registration Statement therefor does not remain effective for such registration statement relates to an underwritten primary offering period as, in the opinion of securities counsel for the managing underwriters thereof, is required by law for the delivery of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them Prospectus in connection with the sale of Registrable Securities by an underwriter or dealer, or (B) the Registrable Securities. The Company agrees conditions to use its Reasonable Best Efforts closing specified in the applicable underwriting agreement are not satisfied by reason of a violation or breach of such underwriting agreement or this Agreement by the Company; or (iv) if, as a result of a determination made by the managing underwriters of an Underwritten Offering or (if the offering shall not be an Underwritten Offering) the Holders pursuant to qualify or register Section 5(a), the Initiating Demand Holders shall not be entitled to include in such Demand Registration at least 75% of the Registrable Securities that such Initiating Demand Holders requested pursuant to Section 3(a) to be so included in such states as are reasonably requested Demand Registration. (f) Initiating Demand Holders may, at any time prior to the effective date of the Registration Statement relating to such registration, or in the case of a Registration Statement that has already become effective, before the pricing of the applicable offering, revoke the Demand Notice delivered pursuant to Section 3(a) by providing a written notice to the Company revoking such Demand Notice. The Initiating Demand Holders shall be deemed to have effected a Demand Registration for purposes of Section 3(e) in the case of any withdrawal of a Demand Registration in accordance with this Section 3(f), unless: (i) such withdrawal is based on a reasonable determination, made by the Majority Holder(s); provided, however, that in no event shall the Company be required to register Initiating Demand Holders holding a majority of the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated included in the Registration Statement therefor, that there has been, since the date of the applicable Demand Notice pursuant to registerSection 3(a), license a material adverse change in business, financial condition, results of operations or qualify to do prospects of the Company, in general market conditions or in market conditions for business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction Company’s industry generally; or (ii) the principal stockholders Initiating Demand Holders reimburse the Company for all Registration Expenses incurred by the Company with respect to such withdrawn Demand Registration. Unless such Initiating Demand Holders otherwise agree, such Initiating Demand Holders shall provide the reimbursement contemplated by clause (ii) of the immediately preceding sentence pro rata based on the relative number of Registrable Securities requested to be included in such withdrawn Demand Registration by each such Initiating Demand Holder. Except as otherwise contemplated by such clause (ii), no revocation pursuant to this Section 3(f) shall relieve the Company of its obligation hereunder to pay the Registration Expenses in connection with any such request. (g) Subject to the limitations set forth in Section 5(a), the Company shall have the right to register pursuant to a Demand Registration, and the Company and Third-Party Security Holders shall have the right to include in such Demand Registration, such number of shares of Common Stock or other equity securities of the Company to be obligated to escrow their shares of capital stock of as the Company. Company and such Third-Party Security Holders may specify. (h) The Company shall cause any registration statement or post-effective amendment filed Initiating Demand Holders delivering a Demand Notice pursuant to the demand right granted under Section 8(a3(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell may distribute the Registrable Securities covered by such registration statementdemand by means of an Underwritten Offering or any other method of distribution permitted in accordance with the Registration Statement, and will immediately cease with such method to use any prospectus furnished be determined by the Company if Initiating Demand Holders holding a majority of the Company advises Registrable Securities so requested to be registered by the Holder that such prospectus may no longer be used due to a material misstatement or omissionInitiating Demand Holders.

Demand Registration Rights. (a) The CompanyIf at any time, upon a Resale Shelf Registration Statement (or other registration statement registering the resale of all of a Holder’s Registrable Securities) is not effective, any one or more Holder(s) may make written demand requests to the Company (a “Demand Notice”) to require the Company to register, under and in accordance with the provisions of the Majority HoldersSecurities Act, agrees to register on one occasion any or all of the such Holders’ Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment Securities pursuant to the Registration Statement covering the Registrable Securities within forty-five terms of this Agreement (45) days after receipt of a “Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafterRegistration”); provided, however, that the Company shall not be required to comply with a Demand Notice Registration may only be made if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected Registrable Securities requested to participate in be registered by the offering covered by such registration statement or Holder(s) delivering the Demand Notice have a Market Value of at least $200,000,000 on the trading day immediately preceding the date that the Demand Notice is sent to the Company and (ii) if such registration statement relates it shall not cause the Holders to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedrequest more than three Demand Registrations in any consecutive 12-month period. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Any Demand Notice by any Holder(smust specify (A) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from proposed to be registered, (B) the date proposed method of distribution of such Registrable Securities, which may be by means of an underwritten offering and (C) a single Person who shall serve as the representative of the receipt Holders (the “Demand Representative”). Subject to Section 2.5, the Company will have the right to include shares of Common Stock to be sold for its own account or shares owned by other holders of Common Stock in any such Demand NoticeRegistration Statement. (b) The Company shall bear use its commercially reasonable best efforts to prepare and file a registration statement on an appropriate form with respect to any Demand Registration (the “Demand Registration Statement”) as promptly as reasonably practicable after receiving such Demand Notice (but in no event later than 45 days thereafter), and the Company shall use its commercially reasonable best efforts to cause the Demand Registration Statement to become effective as promptly as reasonably practicable after the filing thereof. Notwithstanding the foregoing, upon the request of the Demand Representative in connection with a Demand Registration relating to an underwritten offering, the Company will agree to delay the effectiveness of the Demand Registration Statement for up to 10 Business Days after the Company would otherwise be prepared to cause the Demand Registration Statement to become effective. The Company shall be required to maintain the effectiveness of the Demand Registration Statement for a period of at least 180 days after the effective date thereof (which period shall be extended by the length of any Suspension Period during such period) or such shorter period during which all fees and expenses attendant to registering the Registrable Securities included therein have actually been sold pursuant to Section 8.2(asuch Demand Registration Statement. (c) If the Demand Registration relates to an underwritten offering, the Demand Representative, on behalf of the Holders, will have the right to determine the structure of the offering and negotiate the terms of any underwriting agreement as they relate to the Holders, including the number of shares to be sold (if not all shares offered can be sold at the highest price offered by the underwriters), but the Holders shall pay all any offering price and all underwriting commissions discount. The Demand Representative will also have the right to determine the underwriters (and their roles) in the expenses of any legal counsel selected by offering; provided that such underwriters are reasonably acceptable to the Holders to represent them Company; provided further that the underwriters set forth on Schedule II attached hereto will be deemed reasonably acceptable. The Company will coordinate with the Demand Representative in connection with the sale fulfillment of its responsibilities pursuant to Section 2.6 and will be entitled to rely on the authority of the Demand Representative to act on behalf of all Holders with respect to the offering. (d) Promptly upon receiving a Demand Notice, the Company shall provide the Holders with a form of Notice and Questionnaire (the “Notice and Questionnaire”) to be completed by each Holder desiring to have any of such Holder’s Registrable SecuritiesSecurities included in the Demand Registration Statement. Prior to receiving a Demand Notice, the Company will also provide its then current form of Notice and Questionnaire to any Holder upon request. The Notice and Questionnaire shall solicit information from each Holder regarding the number of Registrable Securities such Holder desires to include in the Demand Registration Statement and such other information relating to such Holder as the Company determines is reasonably required in connection with the Demand Registration Statement, including, without limitation, all information relating to such Holder required to be included in the Demand Registration Statement or that may be required in connection with applicable FINRA or other regulatory filings to be made in connection with the Demand Registration Statement. The Company agrees will not be required to file a Demand Registration Statement until it has received duly completed and executed Notice and Questionnaires from all Holders who participated in the Demand Notice (unless otherwise requested by the Demand Representative). The Company will include in the Demand Registration Statement any Registrable Securities requested to be included by any Holder who has delivered a duly completed and executed Notice and Questionnaire within 15 days of the date on which the Company’s notice to such Holder was provided; provided that the Company will use its Reasonable Best Efforts commercially reasonable best efforts to qualify or register include the Registrable Securities in such states as are reasonably requested to be included by any Holder that delivers a duly completed and executed Notice and Questionnaire at least 10 days prior to the Majority Holder(s); providedanticipated effectiveness of the Demand Registration Statement. (e) Notwithstanding the foregoing, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to shall not be obligated to register, license file a Demand Registration during a period when the Holders are prohibited from selling their Registrable Securities or qualify filing a registration statement with respect thereto pursuant to do business in such state, submit to general service of process in such state lock-up agreements entered into (or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company that were required to be obligated to escrow their shares of capital stock of the Company. The Company shall cause entered into) in connection with any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided prior underwritten offering conducted by the Company on its own behalf or on behalf of selling stockholders, unless the Holders have obtained the consent of the counterparties to sell the Registrable Securities covered such lock-agreements. The Demand Representative may revoke a Demand Notice at any time by providing written notice of such registration statement, and will immediately cease revocation to use any prospectus furnished by the Company if and, for purposes of determining the number of Demand Registrations and Underwritten Offering Demands to which the Holders are entitled, a Demand Notice that was revoked will not count as a Demand Registration unless such revocation occurs after the Company advises has filed a Demand Registration Statement relating to the Holder that Demand Notice and the Company does not sell any shares of Common Stock for its own account pursuant to such prospectus may no longer be used due to a material misstatement or omissionDemand Registration Statement.

Demand Registration Rights. (a) The CompanySubject to the provisions hereof, any Holder or group of Holders holding Registrable Securities constituting, convertible into or exercisable for, in the aggregate, no less than a majority of the total number of shares of Company Common Stock that either constitute Registrable Securities or are issuable upon written demand conversion of Preferred Stock or exercise of Warrants that constitute Registrable Securities (the “Demand NoticeMajority Holders”) may, at any time from and after the date hereof, request registration for resale under the Securities Act of the Majority Holders, agrees to register on one occasion all or part of the Registrable Securities. On such occasion, Securities (a “Demand Registration”) by giving written notice thereof to the Company will file a registration statement or a post-effective amendment (which request shall specify the number of shares of Registrable Securities to the be offered by each Holder and/or its Designated Secured Lenders and whether such Registration Statement covering shall be a “shelf” Registration Statement under Rule 415 promulgated under the Registrable Securities Act). The Company shall give written notice of any request for a Demand Registration, which request complies with this Section 2.01(a), within forty-five (45) days after the receipt thereof, to each Holder who did not initially join in such request. Within 10 days after receipt of such notice, any such Holder may request in writing that all or part of its Registrable Securities be included in such Demand Registration, and the Company shall include in the Demand Registration the Registrable Securities of each such Holder requested to be so included, subject to the provisions of Section 2.01(c). Each such request shall specify the number of shares of Registrable Securities to be offered by such Holder and/or its Designated Secured Lenders. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. Subject to Section 2.01(c) below, upon receipt of a Demand Notice Registration notice in accordance herewith, the Company shall use reasonable best efforts (i) to file a Registration Statement (which shall be a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act if requested pursuant to the request of the Majority Holders pursuant to the first sentence of this Section 2.01(a)) registering for resale such number of Registrable Securities as requested to be so registered as promptly as reasonably practicable and use its Reasonable Best Efforts to have such in any event within 30 days, in the case of a registration statement on Form S-3, or post-effective amendment 45 days, in the case of a registration statement on Form S-1, after the request of the Majority Holders therefor (such Registration Statement, a “Demand Registration Statement”) and (ii) to cause such Demand Registration Statement to be declared effective by the SEC as soon promptly as possible reasonably practicable thereafter; provided. Notwithstanding the foregoing, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed effect a registration statement pursuant to this Section 2.01(a): (A) with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: securities that are not Registrable Securities; (iB) the Holder has elected to participate in the offering covered by such registration statement or during any Scheduled Black-Out Period; (iiC) if such registration statement relates to an underwritten primary the aggregate offering price of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities to be offered is less than $5,000,000, unless the Registrable Securities to be offered constitute all of the then-outstanding Registrable Securities; or (D) within ten 90 days from after the effective date of a prior Demand Registration Statement. If permitted under the receipt of any Securities Act, such Demand NoticeRegistration Statement shall be one that is automatically effective upon filing. (b) The Company Holders shall bear all fees be entitled to a total of three Demand Registrations. A Registration Statement shall not count as a permitted Demand Registration unless and expenses attendant until it has become effective and Holders are able to registering register at least 75% of the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected requested by the Holders to represent them be included in connection with such registration. A Demand Registration shall not count against the number of such registrations set forth in the second preceding sentence if (i) after the applicable Demand Registration Statement has become effective, such Demand Registration Statement or the related offer, sale or distribution of Registrable Securities thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason attributable to the Company and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Securities or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason attributable to the Company or for any reason not attributable to the selling Holder or Holders or their applicable Designated Secured Lenders, and as a result of any such circumstances described in clause (i) or (ii), less than all of the Registrable Securities. Securities covered by the Demand Registration Statement are sold by the selling Holder or Holders or their applicable Designated Secured Lenders pursuant to the Demand Registration Statement. (c) The Company agrees may include in a Demand Registration Statement shares of Company Common Stock for sale for its own account or for the account of other security holders of the Company. If such Demand Registration Statement is in respect of an underwritten offering and the managing underwriters of the requested Demand Registration advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock or other securities proposed to use its Reasonable Best Efforts to qualify be included in the Demand Registration Statement exceeds the number of shares of Company Common Stock or register other securities that can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the offering price per share) (such maximum number of shares, the “Maximum Number of Shares”), the Company will include in such Demand Registration Statement only such number of shares of Company Common Stock and other securities that in the reasonable opinion of the managing underwriters can be sold without materially delaying or jeopardizing the success of the offering (including the offering price per share), which shares of Company Common Stock and other securities will be so included in the following order of priority: (i) first, the Registrable Securities in such states as are reasonably of all Holders requested to be included therein, pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Majority Holder(s)Registrable Securities requested to be included by each such Holder; (ii) second, the shares of Company Common Stock and other securities the Company proposes to sell; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other person. (d) If any of the Registrable Securities covered by a Demand Registration are to be sold in an underwritten offering, the Company and the Investor Representative shall mutually agree upon the selection of the managing underwriter or underwriters. If the Company and the Investor Representative are unable to agree on the managing underwriter or underwriters within a reasonable amount of time, the Company and the Investor Representative shall each select a managing underwriter and such underwriters shall serve as joint managing underwriters in respect of such offering. (e) Notwithstanding the foregoing, if the Board determines in its good faith judgment that the filing of a Demand Registration Statement would require the disclosure of material non-public information concerning the Company that at the time is not, in the good faith judgment of the Board, in the best interests of the Company to disclose and is not, in the opinion of the Company’s counsel, otherwise required to be disclosed, then the Company shall have the right to defer such filing for the period during which such registration would require such disclosure; provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (ix) the Company may not defer such filing for a period of more than 45 days per notice, (y) the total number of days that any such deferrals may be in effect in any 12-month period shall not exceed 90 days in the aggregate, less (without duplication) the number of days during such 12-month period in which any suspensions pursuant to be obligated to registerSection 3.03(ii) are or have been in effect, license or qualify to do business in such state, submit to general service of process in such state or would subject and (z) the Company shall not exercise its right to taxation as defer a foreign corporation doing business Demand Registration more than three times in the aggregate in any 12-month period, less the number of suspensions pursuant to Section 3.03(ii) that are or have been in effect during such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company12-month period. The Company shall cause any registration statement or post-effective amendment filed pursuant give written notice of its determination to the demand right granted under Section 8(aHolders and any applicable Designated Secured Lenders to defer the filing and of the fact that the purpose for such deferral no longer exists, in each case, as promptly as reasonably practicable after the occurrence thereof. (f) The Company shall use reasonable best efforts to remain keep each Demand Registration Statement effective for until the earlier of (i) two years (in the case of a period shelf Demand Registration Statement) or 90 days (in the case of nine consecutive months any other Demand Registration Statement) from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell Demand Registration Statement and (ii) such time as all of the Registrable Securities covered by such registration statement, and will immediately cease Demand Registration Statement have been sold pursuant to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionDemand Registration Statement.

Demand Registration Rights. (a) The CompanyDuring the Effective Period, upon the Holders representing a majority of the then outstanding Registrable Securities may request, by written demand notice to the Trust (the “Demand Notice”) ), that the Trust effect the registration under the Securities Act of the Majority Holders, agrees number of Registrable Securities requested to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment be so registered pursuant to the Registration Statement covering the Registrable Securities within forty-five terms and conditions set forth in this Agreement (45) days after each a “Demand Registration”). Following receipt of a Demand Notice and for a Demand Registration, the Trust shall use its Reasonable Best Efforts reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. All Demand Notices made pursuant to this Section 2 will specify the number of Registrable Securities to be registered, whether or not such Registration Statement should be a Shelf Registration Statement, and the intended methods of disposition thereof. The Holders shall be entitled to a maximum of five Demand Registrations, which shall include (i) any Demand Registrations for registration pursuant to a Shelf Registration Statement and (ii) any Demand Registrations that are transferred to a Transferee in accordance with Section 9(d) hereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to Section 2(d). (b) Within ten days after receipt by the Trust of a Demand Notice, the Trust will give notice to the other Holders of such Demand Registration. Such notice shall describe such securities and specify the form, manner and other relevant aspects of such proposed registration. Each Holder may, by written response delivered to the Trust within twenty days after the receipt by such Holder of any such notice, request that all or a specified part of the Registrable Securities held by such Holder be included in such Demand Registration (a “Piggyback Registration”). Such response shall also specify the intended method of disposition of such Registrable Securities. The Trust thereupon will use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Trust has been so requested to register by the Holders to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so registered. No registration of Registrable Securities of the Holders effected by Piggyback Registration under this Section 2(b) shall relieve the Trust of any of its obligations to effect registrations of Registrable Securities of the Holders pursuant to, or reduce the total number of Demand Registrations to which the Holders continue to remain entitled under, Section 2(a) hereof. (c) If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other Holders of Registrable Securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (i) first, the securities for which inclusion in such Demand Registration for which the Demand Notice was submitted; and (ii) second, the securities for which inclusion in any Piggyback Registration for which a notice was submitted in accordance with this Agreement pro rata among the Registrable Securities requested to be included in such Piggyback Registration. (d) The Trust shall use commercially reasonable efforts to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least ninety days (or three years if a Shelf Registration Statement is requested) after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold or all Registrable Securities have ceased to be Registrable Securities; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration statement at the request of the Trust pursuant to this Agreement, except that with respect to a Shelf Registration Statement on Form S-3 that becomes effective automatically pursuant to Rule 462(e) under the Securities Act, such period may not be extended beyond three years after the effective date thereof or post-effective amendment declared effective such shorter or longer period as soon as possible thereaftermay be subsequently permitted by the SEC. (e) Notwithstanding the foregoing, if the Trust shall furnish to the Holders requesting a registration pursuant to this Section 2 within 30 days of receiving such request a certificate signed by the Trust stating that in the good faith judgment of the Trustee it would be detrimental to the Trust and its unitholders for such Registration Statement to be filed and it is therefore beneficial to defer the filing of such Registration Statement, the Trust shall have the right to defer such filing for up to two periods of not more than 30 days each after receipt of each request of the Holders; provided, however, that the Company Trust may not use this right more than once (for a total of up to 60 days) in any 12-month period. If the Trust shall so postpone the filing of a Registration Statement, the demanding Holders shall have the right to withdraw the request for registration by giving written notice to the Trust within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered by the Trust, and in the event of such withdrawal, such request shall not be required to comply with a Demand Notice if reduce the Company has filed a registration statement number of available registrations with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under this Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.2

Demand Registration Rights. After the occurrence of a Purchase Event that occurs prior to an Exercise Termination Event, Issuer shall, at the request of Grantee (a) The Company, upon written demand (“Demand Notice”) whether on its own behalf or on behalf of any subsequent holder of the Majority Holders, agrees Option (or part thereof) delivered prior to register on one occasion all an Exercise Termination Event or at the request of a holder of any of the Registrable Securities. On such occasionshares of Common Stock issued pursuant hereto) delivered no later than 12 months after an Exercise Termination Event, the Company will promptly prepare, file and keep current a registration statement on such form as is available and the Issuer is eligible to use under the Securities Act relating to a delayed or continuous offering (as contemplated by Rule 415 of the SEC under the Securities Act or any successor rule or regulation) (a post-effective amendment "shelf registration") covering this Option and any shares issued and issuable pursuant to the Registration Statement covering Option (the Registrable Securities within forty-five (45"Option Shares") days after receipt of a Demand Notice and shall use its Reasonable Best Efforts best efforts to have cause such registration statement to become effective and remain current and to qualify this Option or post-effective amendment declared effective as soon as possible thereafterany such Option Shares or other securities for sale under any applicable state securities laws in order to permit the sale or other disposition of this Option or any Option Shares in accordance with any plan of disposition requested by Grantee; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed Issuer may postpone filing a registration statement with respect relating to which a registration request by Grantee under this Section 6 for a period of time (not in excess of 90 days) if in its judgment such filing would require the Holder is entitled disclosure of material information that Issuer has a bona fide business purpose for preserving as confidential. Issuer will use its best efforts to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by cause such registration statement or (ii) if such registration statement relates first to an underwritten primary offering of securities of become effective as soon as practicable after the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants filing thereof and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) then to remain effective for a such period not in excess of nine consecutive months 135 days from the effective date of day such registration statement first becomes effective, or post-effective amendmentsuch shorter time as may be necessary to effect such sales or other dispositions. The Holders Grantee shall only use have the prospectuses provided by the Company right to sell the Registrable Securities covered by demand one such registration statement(notwithstanding the number of Grantees). Grantee shall provide all information reasonably requested by Issuer for inclusion in any registration statement to be filed hereunder. In connection with any such registration, Issuer and Grantee shall provide each other with representations, warranties, and will immediately cease other agreements customarily given in connection with such registrations. If requested by any Grantee in connection with such registration, Issuer and Grantee shall become a party to use any prospectus furnished by underwriting agreement relating to the Company sale of Option Shares, but only to the extent of obligating themselves in respect of representations, warranties, indemnities and other agreements customarily included in such underwriting agreements. Notwithstanding the foregoing, if Grantee revokes any exercise notice or fails to exercise any Option with respect to any exercise notice pursuant to Section 2(e), Issuer shall not be obligated to continue any registration process with respect to the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionsale of Option Shares.

Demand Registration Rights. (a) The Company, upon written demand (“Demand Notice”) For the five-year period commencing on the first anniversary of the Majority Holdersdate of the Closing (as defined in the Subscription Agreement), agrees to register on one occasion all after receipt of a written request (a "Registration Request") from the Holders of a majority in interest of the Registrable Securities. On such occasionSecurities requesting that the Company effect the registration of Registrable Securities under the Securities Act and specifying the intended method or methods of disposition thereto, the Company will shall prepare and file with the Commission a registration statement or a post-effective amendment under the Securities Act on any form which the Company is eligible to use for registering the Registration Statement covering resale of the Registrable Securities which the Company has been requested to register (including, without limitation, a registration statement on Form S-3 of the Securities Act) and shall use its best efforts to cause such registration statement to become effective. The Company shall send prompt written notice to all Holders of any request for registration received hereunder and each such Holder shall have the right to include its Registrable Securities therein by so requesting in writing within forty-five (45) 15 days after receipt of a Demand Notice and use such notice by the Company. Any Holder not electing to include its Reasonable Best Efforts Registrable Securities in such registration will have no further rights to have such Registrable Securities registered pursuant to this Section 2.1 (other than in the case of a withdrawn registration statement, as provided below). The Company shall not be required to effect more than a total of one registration statement or post-effective amendment declared effective as soon as possible thereafterof Registrable Securities with respect to a Registration Request pursuant to this Section 2.1 and, in the case of an underwritten offering, the Company shall have the right to approve the underwriter, which approval shall not be unreasonably withheld; provided, however, that if a registration statement of Registrable Securities with respect to a Registration Request pursuant to this Section 2.1 is withdrawn prior to the registration statement becoming effective, or the offering of such Registrable Securities is otherwise terminated before completion thereof, for any reason other than at the request of the Holders, the Company shall not continue to be required to comply with a Demand Notice if the Company has filed a effect one registration statement with respect to which of Registrable Securities upon receipt of a Registration Request from the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: Holders (i) the Holder has including any Holders who previously elected not to participate in a registration that was withdrawn or terminated for any reason other than at the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities request of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30Holders) days after such offering is consummated. The demand for registration may be made at any time during of a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them majority in connection with the sale interest of the Registrable Securities. The Company agrees shall have the right to use its Reasonable Best Efforts defer the filing of any registration statement requested pursuant to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause this Section 2.1 if (i) on the date of the request the Company is in the process of preparing another registration (b) The notification by the Holders to the Company of their request for registration shall contain the number of shares to be obligated offered and the proposed manner of their distribution for inclusion in the registration statement. In the event that any registration pursuant to registerthis Section shall be, license in whole or qualify in part, in connection with an underwritten offering of Common Stock, any request by Holders pursuant to do business this Section to register Common Stock shall be subject to the requirement that such Common Stock be included in such state, submit to general service the underwriting on the same terms and conditions as the shares of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company Common Stock to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statementregistered, if any, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that sold through underwriters under such prospectus may no longer be used due to a material misstatement or omissionregistration.

Demand Registration Rights. (a) The CompanyDuring the Effective Period, upon a Qualified Holder shall have the right, by delivering a written demand notice to the Trust (the “Demand Notice”) ), to require the Trust to register, pursuant to the terms of this Agreement and in accordance with the provisions of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasionSecurities Act, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the number of Registrable Securities within forty-five requested to be so registered (45) days after receipt of a “Demand Registration”). A Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that must specify the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering number of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from to be registered and the date Qualified Holder’s intended method of the receipt of any such Demand Noticedisposition thereof. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Qualified Holders shall pay all be entitled to up to five Demand Registrations. Notwithstanding any and all underwriting commissions and the expenses other provision of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); providedthis Section 2, however, that in no event shall more than one Demand Registration occur during any six-month period (measured from the Company effective date of the Registration Statement to the date of the next Demand Notice). (c) No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto does not become effective, or its effectiveness is not maintained, for the period required pursuant to Section 2(e), in which case the Demanding Qualified Holders shall be entitled to an additional Demand Registration in lieu thereof. (d) Within ten (10) days after receipt by the Trust of a Demand Notice, the Trust shall give written notice (the “Notice”) of such Demand Notice to all other Qualified Holders and shall, subject to the provisions of Section 2(f) hereof, include in such registration all Registrable Securities held by such Qualified Holders with respect to which the Trust received written requests for inclusion therein within ten (10) days after such Notice is given by the Trust to such holders. (e) The Trust shall be required to register maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of ninety (90) days after the effective date thereof or, in the case of a Shelf Registration Statement, until such time as all Registrable Securities covered by such Shelf Registration Statement have ceased to be Registrable Securities; provided, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in a state in which such registration would cause at the request of (i) an underwriter of the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction Trust or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed Trust pursuant to the demand right granted under Section 8(athis Agreement. (f) to remain effective for a period If any of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter advises the holders of such securities in writing that in its view the total amount of securities proposed to be sold in such offering (including securities proposed to be sold by persons other than Demanding Qualified Holders pursuant to incidental or piggyback registration rights) is such as to adversely affect the success of such offering, then the amount of securities to be offered for the account of Demanding Qualified Holders and for the account of persons other than Demanding Qualified Holders shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter by: (i) First, reducing, or eliminating if necessary, all securities requested to be included by persons other than Demanding Qualified Holders, and (ii) Second, if necessary, reducing the Registrable Securities requested to be included by the Demanding Qualified Holders, pro rata among such Demanding Qualified Holders on the basis of the percentage of the total Registrable Securities requested to be included in such Registration Statement by each such holder. In connection with any Demand Registration to which the provisions of this Section 2(f) apply, no securities other than Registrable Securities shall be covered by such registration statementDemand Registration except in accordance with this Section 2(f), and will immediately cease such registration shall not reduce the number of Demand Registrations available to use the Qualified Holders under Section 2(b) if the Registration Statement excludes more than 25% of the aggregate number of Registrable Securities that the Demanding Qualified Holders requested be included. (g) The Trust shall be entitled to postpone (but not more than once in any prospectus furnished 12-month period), for a reasonable period of time not in excess of 90 days, the filing of a Registration Statement if the Trust delivers to the Demanding Qualified Holders a certificate signed by the Company if Trust certifying that, in its good faith judgment, it would be detrimental to the Company advises Trust and its unitholders for such Registration Statement to be filed and it therefore would be beneficial to defer the Holder filing of such Registration Statement. If the Trust shall so postpone the filing of a Registration Statement, the Demanding Qualified Holders shall have the right to withdraw the request for registration by giving written notice to the Trust within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered by the Trust, and in the event of such withdrawal, such request shall not reduce the number of available registrations with respect to the Qualified Holders under this Section 2. (h) Whenever the Trust shall effect a Demand Registration pursuant to this Section 2 in connection with an underwritten offering, no securities other than Registrable Securities shall be covered by such Demand Registration, unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities requesting such registration in writing that it believes that the inclusion of such prospectus may no longer be used due to other securities would not adversely affect such offering or (ii) the inclusion of such other securities is approved by the affirmative vote of the holders of at least a material misstatement or omissionmajority of the Registrable Securities included in such Demand Registration by the Demanding Qualified Holders.

Demand Registration Rights. 2.1.1 Commencing on the earlier of (ai) The CompanyJuly 18, upon written demand 2017 or (ii) 180 days after the effective date of an initial public offering of Common Stock (an “Demand NoticeIPO”) of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion), the Initiating Holders may request the Company will to file a registration statement or under the Securities Act for a post-effective amendment to public offering of Registrable Securities (a “Demand Registration”). Each request for a Demand Registration by the Registration Statement covering Initiating Holders shall state the amount of the Registrable Securities within forty-five (45) proposed to be sold and the intended method of disposition thereof. The Company shall use its best efforts to register under the Securities Act the Registrable Securities of all holders who so request and cause any such Demand Registration to become effective not later than 75 days after receipt of the date it receives a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafterrequest under this Section 2.1.1; provided, however, that the Company shall not be required obligated to comply with effect (i) more than two Demand Registrations and (ii) any Demand Registration in which the aggregate offering price (based on the then current public market price) is expected to be less than $10,000,000. The Company’s obligation to undertake a Demand Notice if the Company has filed Registration shall be deemed satisfied only when either (x) a registration statement with respect covering all Registrable Securities requested to which be registered as aforesaid shall have become effective and remained effective for the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: lesser of (i) the Holder has elected to participate period during which all Registrable Securities in the offering covered by such registration statement Demand Registration are sold and (ii) 180 days, or (iiy) if such registration statement relates shall be withdrawn prior to an underwritten primary offering of securities the consummation of the Company, until offering at the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders request of the Warrants and/or the holders of Registrable Securities within ten days from (other than as a result of a material adverse change in the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify Company’s business or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(soperations); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause shall not constitute a Demand Registration if (i) after such Demand Registration has become effective such registration or the Company related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to be obligated the Initiating Holders or the other holders of Registrable Securities who have requested registration pursuant to registerthis Section 2.1.1 (each, license or qualify to do business in an “Other Demand Holder”) and such stateinterference is not thereafter eliminated, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Holders or (iii) the request for a Demand Registration is withdrawn at the request of the holders of a majority of the Registrable Securities to be registered and at the time of such withdrawal such holders have learned of a material adverse change in the Company’s condition, business, prospects or operations from that known to such holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change. 2.1.2 Each Other Demand Holder may offer such Other Demand Holder’s Registrable Securities under any Demand Registration pursuant to this Section 2.1, subject to the procedures set forth in this Section 2.1.2. Within five days after receipt of a request for a Demand Registration from an Initiating Holder, the Company shall (i) give written notice thereof to all of the Other Demand Holders and (ii) subject to Section 2.1.6, include in such registration all of the Registrable Securities held by such Other Demand Holders from whom the Company has received a written request for inclusion therein within 20 days of the receipt by such Other Demand Holder of such written notice referred to in clause (i) above. Each such request by such Other Demand Holders shall specify the number of Registrable Securities proposed to be registered. The failure of any Other Demand Holder to respond within such 15 day period referred to in clause (ii) above shall be deemed to be a waiver of such Other Demand Holder’s rights under this Section 2.1 with respect to such Demand Registration. Any Other Demand Holder may waive its rights under this Section 2.1 prior to the expiration of such 20 day period by giving written notice to the Company, with a copy to the Initiating Holders. 2.1.3 Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company to be obligated to escrow their shares stating that, in the good faith judgment of capital stock the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effective at such time, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period. The Company shall cause give written notice of its determination of the fact that it is no longer detrimental to the Company and its stockholders for such registration statement to be effective promptly after it makes such determination. 2.1.4 In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration statement or post-effective amendment filed pursuant to this Section 2.1: (i) if the demand right granted under Section 8(aCompany delivers in good faith a written notice to the Initiating Holders that the Company intends to file a registration statement for an IPO during the period commencing with the date of the giving of such notice, and ending 90 days thereafter, provided that the Company is actively employing good faith reasonable efforts to cause such registration statement to become effective; or (ii) to remain effective for a during the period of nine consecutive months from ending (A) 180 days after the effective date of the Company’s IPO or (B) 90 days after the effective date of any other registration statement pertaining to Common Stock of the Company in which the holders of Registrable Securities were entitled to participate, or such shorter periods if such shorter periods are acceptable to the underwriters of such offering. 2.1.5 If the Company includes in the registration required under this Section 2.1 a number of shares other than Registrable Securities that exceeds the number of shares of Registrable Securities to be registered, then such registration statement or post-effective amendmentshall be treated for all purposes as a registration under Section 2.2 instead of this Section 2.1. In all other cases where the Company includes in such registration any shares of Common Stock other than Registrable Securities, such registration shall remain subject to this Section 2.1. The inclusion of such other shares shall not prevent holders of Registrable Securities from registering all Registrable Securities requested by them. 2.1.6 If the Initiating Holders shall only use the prospectuses provided by the Company to sell holding a majority of the Registrable Securities covered held by all of the Initiating Holders so elect, the Company shall use its best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 2.1.7. The Initiating Holders shall advise the Company in writing as a part of their request made pursuant to Section 2.1.1 that they elect to offer their Registrable Securities in an underwritten offering and the Company shall include such information in the written notice referred to in Section 2.1.2. In connection with any Demand Registration under this Section 2.1 involving an underwritten offering, none of the Registrable Securities held by any Initiating Holder or any Other Demand Holder making a request for inclusion of such Registrable Securities pursuant to Section 2.1.2 shall be included in such underwritten offering unless such Initiating Holder or Other Demand Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration statementonly the aggregate amount of Registrable Securities that the Approved Underwriter indicates in its written notice to the Company may be sold without any such material adverse effect and shall reduce the amount of securities to be included in such registration, first as to the Company, second as to the holders of securities other than Registrable Securities, if any, and third as to holders of Registrable Securities as a group, pro rata based on the number of Registrable Securities owned by each such holder. 2.1.7 The underwriter will immediately cease to use any prospectus furnished be selected by the Company if Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders to act as the managing underwriter of the offering, which underwriter shall be reasonably acceptable to the Company advises (the Holder that such prospectus may no longer be used due to a material misstatement or omission“Approved Underwriter”).

Demand Registration Rights. (ai) The CompanySubject to the provisions of this Section 9(a), upon at any time and from time to time after the date hereof, the Sponsor Funds may make one or more written demand requests (“Registration Request”) to the Company for registration under and in accordance with the provisions of the Securities Act of all or part of their shares of Common Stock. (ii) All Registration Requests made pursuant to this Section 9(a) will specify the aggregate amount of shares of Common Stock to be registered and will also specify the intended methods of disposition thereof (a “Demand Notice”) ). Subject to Section 9(a)(iii), promptly upon receipt of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On any such occasionDemand Notice, the Company will file use its reasonable best efforts to effect such registration under the Securities Act (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with the applicable regulations promulgated under the Securities Act) of the shares of Common Stock which the Company has been so requested to register within 180 days of such request (or within 120 days of such request in the case of a Registration Request after a Qualified Public Offering (subject to any lock-up restrictions)). (iii) If the Company receives a Registration Request and the Company furnishes to the Sponsor Funds a copy of a resolution of the Board certified by the secretary of the Company stating that in the good faith judgment of the Board it would be materially adverse to the Company for a registration statement to be filed on or before the date such filing would otherwise be required hereunder, the Company shall have the right to defer such filing for a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five period of not more than ninety (4590) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have the date such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the filing would otherwise be required hereunder. The Company shall not be required permitted to comply with a Demand Notice if take such action more than once in any 360-day period. If the Company has filed shall so postpone the filing of a registration statement with respect to which statement, the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) Sponsor Funds may withdraw its Registration Request by so advising the Holder has elected to participate Company in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until writing within thirty (30) days after receipt of the notice of postponement. In addition, if the Company receives a Registration Request and the Company is then in the process of preparing to engage in a Public Sale, the Company shall inform the Sponsor Funds of the Company’s intent to engage in a Public Sale and may require the Sponsor Funds to withdraw such offering is consummated. The demand Registration Request for registration may be made at any time during a period of four years beginning one (1) year from up to 120 days so that the Base DateCompany may complete its Public Sale. In the event that the Company ceases to pursue such Public Sale, it shall promptly inform the Sponsor Funds and the Sponsor Funds shall be permitted to submit a new Registration Request. The Company covenants and agrees foregoing shall be without prejudice to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders rights of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand NoticeSponsor Funds pursuant to Section 9(b). (biv) Registrations under this Section 9(a) shall be on such appropriate registration form of the Securities and Exchange Commission (A) as shall be selected by the Company and as shall be reasonably acceptable to the Sponsor Funds and (B) as shall permit the disposition of such Common Stock in accordance with the intended method or methods of disposition specified in the Demand Notice. If, in connection with any registration under this Section 9(a) which is proposed by the Company to be on Form S-3 or any successor form, the managing underwriter, if any, shall advise the Company in writing that in its opinion the use of another permitted form is of material importance to the success of the offering, then such registration shall be on such other permitted form. (v) The Company shall bear all fees and expenses attendant use its best efforts to registering keep any Registration Statement filed in response to a Registration Request effective for as long as is necessary for the Registrable Securities pursuant Sponsor Funds to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale dispose of the Registrable Securities. The Company agrees covered securities. (vi) In the case of an Underwritten Offering, the Sponsor Funds shall select the underwriters, provided such selection is reasonably acceptable to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.

Demand Registration Rights. (a) The CompanyCommencing on the Effective Date, upon written demand but not within 60 days after the consummation of any Public Offering, the Shareholders (“Demand Notice”and certain Transferees, as set forth in Section 3.01(a)) shall have the right to require the Company to file a Registration Statement under the Securities Act, covering all or any part of the Majority Holders, agrees to register on one occasion all of the their Registrable Securities. On such occasion, by delivering a written notice thereof to the Company will file a registration statement or a post-effective amendment to specifying the Registration Statement covering the number of Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have be included in such registration statement or post-effective amendment declared effective as soon as possible thereafterand the intended method of distribution thereof; provided, however, that such request shall cover Registrable Securities having an aggregate Market Value on the date of such request of not less than $10,000,000. Such request pursuant to this Section 2.01 is referred to herein as the “Demand Registration Request,” the registration so requested is referred to herein as the “Demand Registration,” and the party making such request is referred to as the “Demanding Party.” There shall be no limit on the number of times that the Shareholders and their Transferees may exercise demand registration rights under this Section 2.01, provided that the above-mentioned $10,000,000 threshold is satisfied. As promptly as practicable, but not later than ten Business Days after receipt of a Demand Registration Request, the Company shall not be required give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to comply with all other Holders. In all instances, the Demanding Party and the Company shall cooperate in good faith regarding a Demand Notice Registration Request should the Company have any planned offering(s), or if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights effected an offering of its Equity Interests (other than pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities a Registration Statement on Form S-8), within sixty days of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period delivery of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand NoticeRegistration Request. (b) The Company shall bear all fees and expenses attendant to registering include in the Demand Registration the Registrable Securities requested to be included therein by the Demanding Party and by any other Holders that shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such other Holder) within 30 days after the receipt of the Demand Exercise Notice. (c) The Company shall use its reasonable best efforts to (i) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Section 8.2(aRule 415 under the Securities Act if so requested by the Demanding Party and if the Company is then eligible to effect such a registration on Form S-3 or on any successor to Form S-3) of the Registrable Securities which the Company has been so requested to register by the Demanding Party and the other Holders (to the extent permitted to be registered in accordance with the terms hereof), but for distribution in accordance with the Holders intended method of distribution described in the Demand Registration Request, and (ii) if requested by the Demanding Party, obtain acceleration of the effective date of the Registration Statement relating to such registration. (d) If a requested registration pursuant to this Section 2.01 involves an underwritten offering, the Demanding Party shall pay all have the right to select an investment banker or bankers of nationally recognized standing to administer the offering; provided, however, that such investment banker or bankers shall be reasonably satisfactory to the Company. The Company shall notify the Demanding Party if the Company objects to any and all underwriting commissions and the expenses of any legal counsel investment banker or manager selected by the Demanding Party pursuant to this Section 2.01(d) within ten (10) Business Days after the Demanding Party has notified the Company of such selection. (e) Notwithstanding anything to the contrary in this Section 2.01: (i) If the managing underwriter of any underwritten Public Offering shall advise the Demanding Party that the Registrable Securities covered by the Registration Statement cannot be sold in such offering within a price range acceptable to the Demanding Party, then the Demanding Party shall have the right to notify the Company that it has determined to terminate such Public Offering and to cause the Company to notify all other Holders participating in such Demand Registration of such determination. (ii) If the Board of Directors of the Company determines in good faith that a Disadvantageous Condition exists, the Company shall, notwithstanding any other provision of this Article II, be entitled, upon the giving of a written notice (a “Delay Notice”) to represent them such effect to each Holder of Registrable Securities included or to be included in connection with such Registration Statement, to delay the sale filing of such Registration Statement or to delay any Public Offering made thereunder until, in the judgment of the Board of Directors of the Company, such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Holders of the Registrable Securities. The Company agrees Securities with respect to use its Reasonable Best Efforts which any such Registration Statement was to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(shave been filed); provided, however, that in no event such delay shall not exceed a period of ninety (90) days from the date the Demand Registration Request is received by the Company; provided, further, that the Company may not utilize this right more than once in any twelve-month period. (f) In connection with any Demand Registration Request involving an underwritten offering, if the managing underwriter shall advise the Company that, in its view, the number of securities (including the Registrable Securities) that the Holders, the Company and any other Person intend to include in such registration exceeds the largest number of securities which can be required sold in such offering at a price reasonably acceptable to register the Demanding Party (the “Demand Registration Maximum Offering Size”), the Company will include in such registration, in the following priority, up to the Demand Registration Maximum Offering Size: (i) first, the Registrable Securities requested to be included in a state in which such registration would cause (i) pursuant to this Section 2.01; if the Company number of Registrable Securities requested to be obligated included exceeds the Demand Registration Maximum Offering Size, then the Registrable Securities to register, license or qualify to do business be included in such state, submit registration shall be allocated pro rata among the Holders requesting registration based on the number of securities duly requested to general service of process be included in such state or would subject the Company to taxation as a foreign corporation doing business in registration by each such jurisdiction or Holder; and (ii) second, the principal stockholders of the Company securities to be obligated to escrow their shares of capital stock of offered by the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.; and

Demand Registration Rights. (a) The Company, upon written demand (“Demand Notice”) Commencing on the one-year anniversary of the Majority Holdersdate hereof and at any time thereafter, agrees to if at any time the Company shall receive from one or more Holders a written request that the Company register on one occasion not less than a majority of all of the Registrable Securities. On Securities (as defined below) identified in such occasionrequest under the Act, the Company will agrees that on one (1) such occasion only it shall prepare and file promptly with the Securities and Commission a registration statement or a post-effective amendment under the Act covering an amount equal to the Registration Statement covering the shares of Registrable Securities within forty-five (45) days after receipt of a Demand Notice held by such requesting Holders and agrees to use its Reasonable Best Efforts best efforts to have cause such registration statement or post-effective amendment declared to become effective as soon expeditiously as possible thereafter; providedpossible. Upon the receipt of such request, howeverthe Company agrees to give promptly written notice to all Holders of Registrable Securities that such registration is to be effected. The Company agrees to include in such registration statement those shares of Registrable Securities from the Holders of which it has received written requests for registration within the thirty (30) day period after such Holders' receipt of written notice from the Company. "Registrable Securities" means the Warrant Shares (as such shares may have been adjusted from time to time pursuant to the anti-dilution provisions of this Warrant), except that any such Warrant Shares shall cease to be Registrable Securities when they have been sold, transferred or otherwise disposed of or exchanged pursuant to a registration statement under the Act. The Company shall not be required to comply with effect a Demand Notice registration pursuant to this Section 10.A. if the Company has filed shall furnish to Holders requesting a registration statement pursuant to this Section 10.A, a certificate signed by the Chief Operating Officer of the Company stating that in the good faith of the Board of Directors of the Company that the Company (1) has reached a "probable" state on an acquisition with respect to which the Holder Company reasonably believes it is entitled required by the Act to piggyback include in a registration rights pursuant statement information and financial statements concerning such application or (2) has completed such an acquisition but has not yet filed the financial statements required by Item 7 of Form 8-K under the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, then the Company shall have the right to Section 8.3 hereof and either: (i) defer such filing until 30 days after the Holder has elected financial statements required by Item 7 of the Exchange Act are filed with the SEC with respect to participate either such acquisition. If the Company shall postpone the filing of any registration statement, Holders holding in the offering covered by aggregate 50% or more of the number of Registrable Securities requested to be included in such registration statement or (ii) if shall have the right to withdraw their requests for such registration statement relates by giving notice to an underwritten primary offering of securities the Company within 15 days of the Company, until the offering covered by notice of postponement. Such withdrawal request shall be deemed to apply to all Holders who had requested to have such Registrable Securities included in such registration statement has been withdrawn or until thirty (30) days after statement. In the event that any Holders withdraw their request in the foregoing manner, such offering is consummated. The demand request shall not be counted for registration may be made at any time during a period purposes of four years beginning one (1) year from determining the Base Date. The Company covenants and agrees number of registrations to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered which the Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities are entitled pursuant to this Section 8.2(a)10.A. Notwithstanding anything herein to the contrary, but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in under no event circumstances shall the Company be required permitted to register the Registrable Securities in defer a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed filing pursuant to the demand right granted under Section 8(athis paragraph more than once during any twelve (12) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionmonth period.

Demand Registration Rights. (a) The CompanySubject to the provisions hereof, upon each Holder, from time to time at any time from and after each Issuance Date for the applicable Registrable Securities, may request registration for resale under the Securities Act of all or part of the Registrable Securities owned by such Holder on such Issuance Date by giving written demand notice thereof (a “Demand Notice”) to the REIT (which Demand Notice shall specify the number of Registrable Securities to be offered by such Holder, the intended methods of distribution, including whether such methods will include or involve an underwritten offering, and whether such Demand Registration Statement will be a “shelf” registration statement under Rule 415). Subject to 2(c) and 2(e) below, the REIT shall use reasonable best efforts (i) to file a Demand Registration Statement (which shall be a ‘shelf” registration statement under Rule 415 if requested pursuant to such Holder’s request pursuant to the first sentence of this 2(a)) registering for resale such number of Registrable Securities as requested to be so registered within 30 days in the case of a registration on Form S-3 (and 45 days in the case of a registration on Form S-11 or such other appropriate form) after the REIT’s receipt of a Demand Notice, and (ii) to cause such Demand Registration Statement to be declared effective by the Commission as soon as reasonably practicable thereafter. Notwithstanding the foregoing, the REIT shall not be required to file a registration pursuant to this 2(a) (i) prior to (x) 180 days after the date of initial listing of the Majority Registrable Securities on a national securities exchange, or (y) the expiration of any other lock-up period imposed with respect to the Registrable Securities under Section 5.01 of the Stockholders’ Agreement; and (ii) with respect to securities that are not Registrable Securities. If permitted under the Securities Act, such Demand Registration Statement shall be automatically effective upon filing. (b) Within 10 days after receipt of any Demand Notice under 2(a), the REIT shall give written notice of such requested registration (which shall specify the intended method of disposition of such Registrable Securities) to all other Holders of Registrable Securities (a “Company Notice”), and the REIT shall include (subject to the provisions of this Agreement) in such registration, all Registrable Securities of such Holders with respect to which the REIT has received written requests for inclusion therein within 15 days after the delivery of such Company Notice (the “Requesting Holders”); provided that any such other Holder may withdraw its request for inclusion prior to the applicable registration statement becoming effective by notifying the REIT in accordance with 11(e). Notwithstanding the foregoing, the REIT may, at any time (including, without limitation, prior to or after receiving a Demand Notice from a Holder), in its sole discretion, include all Registrable Securities then outstanding or any portion thereof in any Demand Registration Statement, including by virtue of adding such Registrable Securities as additional securities to an effective Demand Registration Statement (in which event the Company shall be deemed to have satisfied its registration obligation under Section 2 with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission). In addition, the REIT may include in a Demand Registration Statement shares of Common Stock for sale for its own account or for the account of other security holders of the REIT. (c) If such Demand Registration Statement is filed in connection with an underwritten offering and the managing underwriters advise the REIT and the Holders covered by such Demand Registration Statement that, in the reasonable opinion of the managing underwriters, the number of securities proposed to be sold pursuant to the Demand Registration Statement exceeds the number of securities that can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the offering price per security) (such maximum number of securities, the “Maximum Number of Shares”), the REIT shall include in such Demand Registration Statement only such number of securities that, in the reasonable opinion of the managing underwriters, can be sold without materially delaying or jeopardizing the success of the offering (including the offering price per security), which securities shall be so included in the following order of priority, unless otherwise agreed by the REIT and the Holders covered by such Demand Registration Statement: (i) first, the Registrable Securities of the Requesting Holders pro rata in accordance with the number of Registrable Securities owned thereby, (ii) second, any securities the REIT proposes to sell for its own account, and (iii) third, any other securities that have been requested to be so included in such Demand Registration Statement. (d) If any of the Registrable Securities covered by a Demand Registration Statement are to be sold in an underwritten offering, the Holder(s) that delivered the Demand Notice shall have the right to select the underwriters (and their roles) in the offering and determine the structure of the offering and negotiate the terms of any underwriting agreement as they relate to the Requesting Holders, agrees including the number of Registrable Securities to register be sold (if not all Registrable Securities offered can be sold at the highest price offered by the underwriters), the offering price and underwriting discount; provided that such underwriters, structure and terms are reasonably acceptable to the REIT and a majority of the Requesting Holders. (e) Notwithstanding the foregoing, if the Board determines in its good faith judgment that the filing of a Demand Registration Statement would (i) have a material adverse effect on one occasion the REIT, or (ii) require the disclosure of material non-public information concerning the REIT that at the time is not, in the good faith judgment of the Board, in the best interests of the REIT to disclose and is not, in the opinion of the REIT’s counsel, otherwise required to be disclosed, then the REIT shall have the right to defer such filing for the period during which such registration would have such a material adverse effect on the REIT; provided, however, that (x) the REIT may not defer such filing for a period of more than 60 days after receipt of any Demand Notice, and (y) the REIT may not exercise its right to defer the filing of a Demand Registration Statement more than once in any 12-month period without the consent of a majority of the Requesting Holders. The REIT shall give written notice of its determination to the Requesting Holder to defer the filing and of the fact that the purpose for such deferral no longer exists, in each case, promptly after the occurrence thereof. (f) Following the date of effectiveness of any Demand Registration Statement, the REIT shall use reasonable best efforts to keep the Demand Registration Statement continuously effective until such time as all of the Registrable Securities. On Securities covered by such occasionDemand Registration Statement have been sold pursuant to such Demand Registration Statement. (g) If, by the third anniversary (the “Renewal Deadline”) of the initial effective date of a Demand Registration Statement filed pursuant to 2(a) any of the Registrable Securities remain unsold by the Holders included on such Demand Registration Statement, the Company will file REIT shall file, if it has not already done so and is eligible to do so, a registration statement or a post-effective amendment to the new Resale Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a included on the prior Demand Notice Registration Statement and shall use its Reasonable Best Efforts reasonable best efforts to have cause such registration statement or post-effective amendment Resale Registration Statement to be declared effective as soon as possible thereafteron or prior to the Renewal Deadline; provided, however, that and the Company REIT shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to take all other registered Holders of action necessary or appropriate to permit the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees public offering and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees Securities to use its Reasonable Best Efforts to qualify or register continue as contemplated in the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionprior Demand Registration Statement.

Demand Registration Rights. (a) The CompanyCommencing six months following the consummation of the IPO, upon but not within 180 days after the consummation of any Public Offering, Holdings (and certain Transferees, as set forth in Section 3.01(a)) shall have the right to require the Company to file a Registration Statement under the Securities Act, covering all or any part of its Registrable Securities, by delivering a written demand (notice thereof to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. Such request pursuant to this Section 2.01 is referred to herein as the “Demand Notice”Registration Request,” the registration so requested is referred to herein as the “Demand Registration,” and the person or entity (i.e., Holdings and such Transferees) making such request is referred to as the “Demanding Party.” There shall be no limit on the number of the Majority Holderstimes that Holdings and its Transferees may exercise demand registration rights under this Section 2.01. As promptly as practicable, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days but no later than ten Business Days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; providedRegistration Request, however, that the Company shall not be required give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to comply with all other Holders. In all instances, the Demanding Party and the Company shall cooperate in good faith regarding a Demand Notice Registration Request should the Company have any planned offering(s), or if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights effected an offering of its Equity Interests (other than pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities a Registration Statement on Form S-8), within six months of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period delivery of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand NoticeRegistration Request. (b) The Company shall bear all fees and expenses attendant to registering include in the Demand Registration the Registrable Securities requested to be included therein by the Demanding Party and by any other Holders that shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such other Holder) within 30 days after the receipt of the Demand Exercise Notice. (c) The Company shall use its reasonable best efforts to (i) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Section 8.2(aRule 415 under the Securities Act if so requested by the Demanding Party and if the Company is then eligible to effect such a registration on Form S-3 or on any successor to Form S-3) of the Registrable Securities which the Company has been so requested to register by the Demanding Party and the other Holders (to the extent permitted to be registered in accordance with the terms hereof), but for distribution in accordance with the Holders intended method of distribution described in the Demand Registration Request, and (ii) if requested by the Demanding Party, obtain acceleration of the effective date of the Registration Statement relating to such registration. (d) If a requested registration pursuant to this Section 2.01 involves an underwritten offering, the Demanding Party shall pay all have the right to select an investment banker or bankers of nationally recognized standing to administer the offering; provided, however, that such investment banker or bankers shall be reasonably satisfactory to the Company. The Company shall notify the Demanding Party if the Company objects to any and all underwriting commissions and the expenses of any legal counsel investment banker or manager selected by the Demanding Party pursuant to this Section 2.01(d) within ten (10) Business Days after the Demanding Party has notified the Company of such selection. (e) Notwithstanding anything to the contrary in this Section 2.01: (i) If the managing underwriter of any underwritten Public Offering shall advise the Demanding Party that the Registrable Securities covered by the Registration Statement cannot be sold in such offering within a price range acceptable to the Demanding Party, then the Demanding Party shall have the right to notify the Company that it has determined that the Registration Statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such Registration Statement and notify all other Holders participating in such Demand Registration. (ii) If the Board of Directors of the Company determines in good faith that a Disadvantageous Condition exists, the Company shall, notwithstanding any other provision of this Article II, be entitled, upon the giving of a written notice (a “Delay Notice”) to represent them such effect to each Holder of Registrable Securities included or to be included in connection with such Registration Statement, to delay the sale filing of such Registration Statement until, in the judgment of the Board of Directors of the Company, such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Holders of the Registrable Securities. The Company agrees Securities with respect to use its Reasonable Best Efforts which any such Registration Statement was to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(shave been filed); provided, however, that in no event such delay shall not exceed a period of ninety (90) days from the date the Demand Registration Request is received by the Company; provided, further, that the Company may not utilize this right more than once in any twelve-month period. (f) In connection with any Demand Registration Request involving an underwritten offering, if the managing underwriter shall advise the Company that, in its view, the number of securities (including the Registrable Securities) that the Holders, the Company and any other Person intend to include in such registration exceeds the largest number of securities which can be required sold in such offering at a price reasonably acceptable to register the Demanding Party (the “Demand Registration Maximum Offering Size”), the Company will include in such registration, in the following priority, up to the Demand Registration Maximum Offering Size: (i) first, the Registrable Securities requested to be included in a state in which such registration would cause (i) pursuant to this Section 2.01; if the Company number of Registrable Securities requested to be obligated included exceeds the Demand Registration Maximum Offering Size, then the Registrable Securities to register, license or qualify to do business be included in such state, submit registration shall be allocated first to general service the Demanding Party and thereafter pro rata among the other Holders requesting registration based on the number of process securities duly requested to be included in such state or would subject the Company to taxation as a foreign corporation doing business in registration by each such jurisdiction or Holder; and (ii) second, the principal stockholders of the Company securities to be obligated to escrow their shares of capital stock of offered by the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.; and

Demand Registration Rights. (a) The Company, upon written demand (“Demand Notice”) At any time prior to the one-year anniversary of the Majority Holdersexpiration date of the Option, agrees to register Holders holding at least a majority of the Registrable Securities shall have the right on one occasion occasion, by written request to the Company (the "Registration Notice"), to require the Company to effect a registration under the Securities Act of the Registrable Securities and the Company shall cause, as expeditiously as practicable, the registration under the Securities Act of all of the Registrable Securities. On such occasionIn connection therewith, the Company will shall be obligated to prepare and file a registration statement or a post-effective amendment (the "Demand Registration Statement") promptly upon receipt of any such Registration Notice and shall be further obligated to the use its best efforts to cause such Demand Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment be declared effective under the Securities Act and the rules and regulations promulgated thereunder as soon as possible thereafter; providedpracticable after the filing date thereof. The Company shall be required to effect only one such registration of Registrable Securities owned by the Holders, howeverand such obligation shall be deemed satisfied when one Demand Registration Statement shall become effective pursuant to the request of the Holders made pursuant to this Section 2, provided that the Company shall not be required deemed to comply have complied with a Demand Notice its obligations under this Section 2 if the Company has filed a registration statement with respect to which does not remain effective for a period of at least 45 days (or such shorter period ending on the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) date the Holder has elected to participate Holders whose Registrable Securities are included in the offering covered registration statement complete their distribution of Registrable Securities as contemplated by such registration statement statement) or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) within 45 days after such offering registration becomes effective (or such shorter period referred to above) such registration is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice interfered with by any Holder(s) to all stop order, injunction or other registered Holders order or requirement of the Warrants and/or SEC or other governmental agency or court for any reason and any of the Registrable Securities within ten days from the date of the receipt of any such Demand Noticeregistered in connection therewith were not sold. (b) The Company shall bear all fees and expenses attendant to registering Within ten days after receipt of any request by the Holders holding at least a majority of the Registrable Securities pursuant to Section 8.2(a2 (a), but the Company will give written notice to all other Holders, if any, and shall include in the Demand Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein from the Holders shall pay all any and all underwriting commissions and thereof with twenty days after the expenses giving of any legal counsel selected such notice by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.

Demand Registration Rights. (a) The CompanySubscriber may request the Issuer to -------------------------- effect a Registration of their common shares. Subscriber when requesting such a Registration shall be entitled to choose the jurisdictions where such Registration shall be effected, upon written demand (“Demand Notice”) of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, [provided that the Company Issuer shall not be required to comply with effect any Registration in any jurisdiction where it has not completed a public offering.] Each request for a Registration shall be in writing and shall specify the approximate number of Registrable Shares requested to be qualified, the anticipated per share price range for such offering, the intended method of disposition of such Registrable Shares and the jurisdictions where Registration is to be effected. All Registrations requested pursuant to this Section 2.1.2 are referred to herein as "Demand Notice if Registrations". Notwithstanding anything contained herein to the Company has filed a registration statement with respect contrary, and regardless of the number of Registrable Shares held by Subscriber, so long as Subscriber holds Registrable Shares it shall be entitled to request two Demand Registrations (regardless of the number of Registrable Shares held by Subscriber) under the applicable Canadian Securities Act, and two Demand Registrations under the U.S. Securities Act, of the Registrable Shares which the Holder is Issuer has been so requested to register, provided that to the extent that Registration Shares are included in a Registration, the number of Demand Registrations it shall be entitled to piggyback registration rights pursuant request shall be reduced by one. The Issuer shall be obligated to Section 8.3 hereof effect only two Demand Registrations hereunder in each of Canada and either: (i) the Holder has elected to participate United States in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities each Registration Period. A Registration will not count as one of the Company, permitted Demand Registrations for Subscriber until the offering covered by such registration statement it has become effective or until a receipt has been withdrawn issued for the final prospectus or until thirty registration document, as the case may be (30) days after unless such offering is consummatedRegistration has not become effective or a receipt has not been issued due solely to the fault of Subscriber). The demand for registration may be made at any time during a period of four years beginning one (1) year from Issuer shall pay the Base Date. The Company covenants and agrees Registration Expenses in connection with each Demand Registration to give written notice of its receipt of any Demand Notice the extent permitted by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company applicable law, [except that Subscriber shall bear pay all fees and expenses attendant to registering of Subscriber's counsel and the Registrable Securities pursuant to Section 8.2(a)underwriting discounts, but the Holders shall pay all any and all underwriting commissions and similar fees, and transfer taxes applicable to the expenses shares of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities Subscriber included in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionRegistration.]

Demand Registration Rights. 4.1. In addition to, and not in lieu of, the Piggyback Registration Rights set forth under Section 3, at any time during the Registration Period, any Holder may deliver to the Company a written request (aa "Demand Registration Request") The Company, upon written demand (“Demand Notice”) of that the Majority Holders, agrees to Company register on one occasion any or all of the Registrable SecuritiesSecurities owned by such Demanding Holders (as hereinafter defined) (provided that the aggregate offering price of all such Registrable Securities actually included in the Demand Registration equals $5 million or more) and any other Holders that may elect to be included pursuant to Section 4.2 hereof under the Securities Act and the state securities or blue sky laws of any jurisdiction designated by such Selling Holders (subject to Section 9), subject to the provisions of this Section 4. On The requisite Holders making such occasiondemand are sometimes referred to herein as the "Demanding Holders." The Company shall, as soon as practicable following the Demand Registration Request, prepare and file a Registration Statement (on the then appropriate form or, if more than one form is available, on the appropriate form selected by the Company) with the SEC under the Securities Act, covering such number of the Registrable Securities as the Selling Holders request to be included in such Registration Statement and to take all necessary steps to have such Registrable Securities qualified for sale under state securities or blue sky laws. The Company shall use its best efforts to file such Registration Statement no later than 30 days following the Demand Registration Request. Further, the Company will file a registration statement shall use its best efforts to have such Registration Statement declared effective by the SEC (within the meaning of the Securities Act) as soon as practicable thereafter and shall take all necessary action (including, if required, the filing of any supplements or a post-post- effective amendment amendments to such Registration Statement) to keep such Registration Statement effective to permit the lawful sale of such Registrable Securities included thereunder for the period set forth in Section 6 hereof, subject, however, to the further terms and conditions set forth in Sections 4.3, 4.4, 4.5, 4.6, and 4.7 hereof. 4.2. No later than 10 days after the receipt of the Demand Registration Statement covering Request, the Company shall notify all Holders who have not joined in such request of the proposed filing, and such Holders may, if they desire to sell any Registrable Securities owned by them, by notice in writing to the Company given within forty-five (45) 15 days after receipt of a Demand Notice and use its Reasonable Best Efforts such notice from the Company, elect to have such registration statement all or any portion of their Registrable Securities included in the Registration Statement. 4.3. The Holders, in the aggregate, may only exercise the Demand Registration Rights granted pursuant to this Section 4 two times. In connection with any Demand Registration Request, the Company shall only be required to file one Registration Statement (as distinguished from supplements or pre-effective or post-effective amendment declared effective as soon as possible thereafter; providedamendments thereto) in response to the exercise by the Demanding Holders of their Demand Registration Rights pursuant to the provisions of this Section 4. 4.4. In the event that preparation of a Registration Statement is commenced by the Company in response to the exercise by the Demanding Holders of the Demand Registration Right, howeverbut such Registration Statement is not filed with the SEC, either at the request of the Company pursuant to Section 7 or at the request of the Demanding Holders, for any reason, the Demanding Holders shall not be deemed to have exercised a Demand Registration Right pursuant to this Section 4, except that, if such Registration Statement is not filed after the commencement of preparation thereof at the request of the Demanding Holders, then the Selling Holders whose Registrable Securities were proposed to be included therein shall be required to bear the fees, expenses and costs incurred in connection with the preparation thereof. 4.5. In the event that any Registration Statement filed by the Company with the SEC pursuant to the provisions of this Section 4 is withdrawn prior to the completion of the sale or other disposition of the Registrable Securities included thereunder, then the following provisions, whichever applicable, shall govern: (i) If such withdrawal is effected at the request of the Company for any reason other than the failure of all the Selling Holders to comply with their obligations hereunder with respect to such registration, then the filing thereof by the Company shall not be required to comply with a excluded in determining whether the Holders have exercised their Demand Notice if the Company has filed a registration statement Registration Rights hereunder with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by filing of such registration statement or Registration Statement. (ii) if If such registration statement relates to an underwritten primary offering of securities withdrawal is effected at the request of the CompanySelling Holders, until then the offering covered filing thereof by the Company shall be deemed an exercise of a Demand Registration Right with respect to the filing of such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand NoticeRegistration Statement. (b) 4.6. The Company shall bear and pay all fees, costs and expenses incident to such Registration Statement and incident to keeping it effective and in compliance with all federal and state securities laws, rules, and regulations for the period set forth in Section 6 hereof (including, without limitation, registration fees, blue sky qualification fees, exchange listing fees and expenses, legal fees of Company counsel (including blue sky counsel), printing costs, costs of any special audits and accounting fees). Each Selling Holder shall pay fees or disbursements of counsel, accountants or other advisors for the Selling Holder and any underwriting discounts and commissions with respect to its Registrable Securities and any internal, overhead and other expenses attendant of the Selling Holders. 4.7. Whenever a decision or election is required to registering be made hereunder by the Demanding Holders or the Selling Holders, such decision or election shall be made by a vote of holders of a majority of the Registrable Securities pursuant to Section 8.2(a)owned by such Demanding Holders or Selling Holders, but as the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s)case may be; provided, -------- however, any decision to withdraw a Demand Notice shall be made unanimously by ------- the Demanding Holders. 4.8. In the event that in no event shall there is a limitation on the Company number of securities which may be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such Registration Statement as a result of the exercise by any other securityholder of his or its Piggyback Registration Rights, the Selling Holders shall have the right with respect to any such Registration Statement filed as a result of their Demand Registration Request to include their Registrable Securities prior to the inclusion of any other securityholder exercising piggyback registration statementrights. 4.9. The Selling Holders shall have the right, with respect to any Registration Statement to be filed as a result of a Demand Registration Request, to determine whether such registration shall be underwritten or not and to select any such underwriter, provided such underwriter is satisfactory to the Company, which consent will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer not be used due to a material misstatement or omissionunreasonably withheld.

Demand Registration Rights. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, at any time commencing on the date that this Warrant becomes exercisable until five (a5) The years from the Effective Date, the Holder is entitled to one “demand” registration right at the Company’s sole expense and an additional “demand” registration right at the Holder’s expense. Upon receipt of a demand registration request from the Holder, upon written demand the Company shall prepare and file with the SEC a required registration statement (the “Demand NoticeRequired Registration Statement”) concerning the resale of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On The Required Registration Statement shall be on Form S-3 if available for such occasiona registration and if unavailable, the Company will file a registration statement or a post-effective amendment to shall register the Registration Statement covering resale of the Registrable Securities within forty-five (45) days after receipt on Form S-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective the Registrable Securities on Form S-3 as soon as possible thereafter; providedsuch form is available, however, provided that the Company shall not be required to comply with maintain the effectiveness of all Registration Statements then in effect until such time as a Demand Notice if Registration Statement on Form S-3 covering the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering resale of securities all of the Company, until the offering covered by such registration statement Registrable Securities has been withdrawn or until thirty declared effective by the SEC and the prospectus contained therein is available for use. Within ten (3010) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year receiving written notice from the Base Date. The Holder, the Company covenants and agrees shall give notice to give written notice of its receipt of any Demand Notice by any Holder(s) to all the other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, advising that in no event shall the Company be required to register the Registrable Securities in a state in which is proceeding with such registration would cause (i) the Company statement and offering to be obligated to register, license or qualify to do business in include therein Warrants of such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Companyother Holders. The Company shall cause not be obligated to any registration statement or post-effective amendment such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its best efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the demand right granted under Section 8(a) to remain terms of this Warrant, declared effective for a period of nine consecutive months from by the effective date of such registration statement or post-effective amendmentSEC as soon as practicable. The Holders Company shall only use pay the prospectuses provided costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Warrants in those jurisdictions requested by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionHolder.

Demand Registration Rights. (a) The Company, upon written demand (“Demand Notice”) Company covenants and agrees with Parkxx xxx any subsequent holders of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities Warrants and/or Warrant Shares that within forty-five sixty (4560) days after receipt of a Demand Notice written request from holders of 60% in interest of the Warrants and/or Warrant Shares issued pursuant to this Agreement (the "Initiating Holders"), the Company shall file a registration statement (and use its Reasonable Best Efforts best efforts to have cause such registration statement to become effective under the Act) with respect to the offering and sale or post-other disposition of any number of Warrants and/or Warrant Shares (including any securities received by the Warrant Holders pursuant to Section 12 hereof) (all such securities, the "Registrable Securities"). The Company shall continuously maintain the effectiveness of such registration statement for the lesser of (i) 180 days after the effective amendment declared effective as soon as possible thereafterdate of the registration statement or (ii) the consummation of the distribution by the holders of the Registrable Securities covered by such registration statement (the "Termination Date"); provided, however, that if at the Termination Date, the Offered Securities 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 the Registrable Securities for so long as such registration statement (or any subsequent registration statement) remains or is required to remain in effect for any of such other securities. The Company shall not be required to comply with more than two requests for registration pursuant to this Section 16(a). The Company shall not be required to comply with a Demand Notice if the Company has filed a request for registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to this Section 8.3 hereof and either: (i16(a) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Companymade after December 31, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a)2000, but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall if a request is properly and timely made on or prior to December 31, 2000 pursuant to this Section 16(a), the Company shall be required to register comply with such request even though the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement does not or post-cannot become effective amendment filed pursuant to until after December 31, 2000 or the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date effectiveness of such registration statement or post-effective amendmentis otherwise required under this Section 16(a) to be maintained beyond December 31, 2000. The Holders All expenses of such registration shall only use the prospectuses provided be borne by the Company Company, except that underwriting commissions and expenses attributable to sell the Registrable Securities will be borne by such Warrant Holders requesting that such securities be offered. If the Initiating Holders intend to distribute the Registrable Securities covered by such registration statementtheir request by means of an underwriting, and will immediately cease to use any prospectus furnished by they shall so advise the Company if as a part of their request made pursuant to this Section 16(a). The right of any other holder to registration pursuant to this Section 16(a) shall be conditioned upon such holder's participation in such underwriting and the Company advises inclusion of such holder's Registrable Securities in the Holder that such prospectus may no longer be used due to a material misstatement or omission.underwriting (unless otherwise mutually

Demand Registration Rights. (a) The CompanyAt any time that the Investor and its Affiliates continue to hold in the aggregate at least 15% of the issued and outstanding Common Shares, upon written demand the Investor may require the Corporation to register all or a portion of the Registrable Securities then held by the Investor and its Affiliates by filing a Prospectus and taking such other steps as may be necessary to facilitate a Distribution in Canada of all or any portion of the Registrable Securities held by the Investor or its Affiliates. (b) Any such registration effected pursuant to this Section 4.1 is referred to herein as a “Demand NoticeRegistration.” (c) Any such request shall be made by a notice in writing (a “Request”) to the Corporation and shall specify the number and the class or classes of Registrable Securities to be sold (the Majority Holders“Designated Registrable Securities”) by the Investor, agrees the intended method of disposition, whether such offer and sale shall be made by an underwritten public offering and the jurisdiction(s) in which the filing is to register on one occasion be effected. The Corporation shall, subject to applicable Canadian Securities Laws, use its commercially reasonable efforts to file a Prospectus in compliance with applicable Canadian Securities Laws, in order to permit the Distribution in Canada of all of the Designated Registrable SecuritiesSecurities of the Investor specified in a Request. On The Parties shall cooperate in a timely manner in connection with such occasionDistribution and the procedures in Schedule A shall apply. (d) The Corporation shall not be obliged to effect: (i) more than two Demand Registrations in any fiscal year of the Corporation provided that for purposes of this Section 4.1, a Demand Registration pursuant to which the Designated Registrable Securities are to be sold shall not be considered as having been effected until a Receipt has been issued by the Canadian Securities Authorities for the Prospectus and has not been withdrawn or suspended. Notwithstanding anything to the contrary contained herein, a Demand Registration shall not be deemed to have been effected (and such Demand Registration shall not count as a Demand Registration) unless the Investor shall have sold at least 50% of the Designated Registrable Securities sought to be included in such Demand Registration; or (ii) a Demand Registration in the event the Corporation determines in its good faith judgment, after consultation with the Investor and its financial advisors, that (A) either (I) the effect of the filing of a Prospectus would have a material adverse effect on the Corporation because such action would materially interfere with a material acquisition, corporation reorganization or similar material transaction involving the Corporation; or (II) there exists at the time material non-public information relating to the Corporation the disclosure of which would be materially adverse to the Corporation, and (B) that it is therefore in the best interests of the Corporation to defer the filing of a Prospectus at such time, in which case the Corporation’s obligations under this Section 4.1 shall be deferred for a period of not more than ninety (90) days from the date of receipt of the Request of the Investor (such 90-day period is referred to herein as a “Blackout Period”); provided, that after any initial Blackout Period the Corporation may not invoke a subsequent Blackout Period until 12 months have elapsed from the end of any previous Blackout Period. (e) In the case of an underwritten public offering of Registrable Securities initiated pursuant to this Section 4.1, the Company will file Investor shall have the right to select the managing underwriter(s) or managing agent(s) and the counsel retained which shall perform such offering. (f) If at any time the Investor requests a registration statement or a post-effective amendment to Demand Registration, the Registration Statement covering Corporation shall have the Registrable Securities right, exercisable within forty-five eight (4548) days after hours (except in the case of a “bought deal”, in which case the Corporation shall have only twenty-four (24) hours) of receipt of a such request, to notify the Investor of its intention to qualify or register for distribution to the public under such Prospectus an offering of Common Shares from treasury. The Investor shall use all commercially reasonable efforts to include in the proposed distribution such number of Common Shares as the Corporation shall request, upon the same terms (including the method of distribution) as such Demand Notice Registration; provided that the Investor shall not be required to include any such Common Shares in any such Demand Registration if the Investor is advised by its lead underwriter or lead agent for the offering that in its good faith opinion the inclusion of such securities may materially and use adversely affect the price or success of the offering or otherwise limit the number of shares able to be sold by the Investor in connection with such offering. (g) The Investor shall have the right to withdraw its Reasonable Best Efforts request for inclusion of its Registrable Securities in any Prospectus pursuant to have such registration statement this Section 4.1 without incurring any liability to the Corporation or post-effective amendment declared effective as soon as possible thereafterany other Person by giving written notice to the Corporation of its request to withdraw; provided, however, that that: (i) such request must be made in writing five (5) Business Days prior to the Company shall not be required to comply with a Demand Notice if execution of the Company has filed a registration statement underwriting agreement (or such other similar agreement) with respect to which such offering; and (ii) such withdrawal shall be irrevocable. (h) For the Holder is entitled to piggyback avoidance of doubt, the registration rights granted pursuant to the provisions of this Section 4.1 shall be in addition to the registration rights granted pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company4.2, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Noticebelow. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.

Demand Registration Rights. (ai) The CompanyAfter the date on which the Company has first effected a Qualified Public Offering, upon written demand (“Demand Notice”) the Holders of the Majority Holders, agrees to register on one occasion all 50% or more of the Registrable Securities. On such occasion, Securities may request in writing that the Company will file a registration statement register all or a post-effective amendment to the Registration Statement covering any portion of the Registrable Securities held by such requesting Holder or Holders (the "Initiating Holders") for sale in the manner specified in such request. The Company shall promptly and in any event not later than ten days after such request, notify in writing all other Holders of such request and thereupon the Company will, at its sole cost and expense as provided in Section 4 below, use its best efforts to register (on the appropriate registration form reasonably acceptable to the Initiating Holders) that number of Registrable Securities specified in such request and all other Registrable Securities that the Company has been requested to register by such other Holder or Holders in a written response given to the Company by such other Holder or Holders (who, together with the Initiating Holders, are hereinafter referred to as the "Requesting Holders") within forty-five (45) 30 days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities written notice of the Company, until the offering covered by such proposed registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base DateCompany. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of include in any such Demand NoticeRegistration Statement all information which, the opinion of counsel to the Requesting Holders, is required to be included. (bii) The Company shall bear all fees and expenses attendant be obligated to registering effect two registrations of the Registrable Securities pursuant to this Section 8.2(a3(a). The obligation of the Company under this Section 3(a) shall be deemed satisfied only if a Registration Statement registering all Registrable Securities specified in the requests received pursuant to subsection 3(a)(i) for sale in accordance with the method of disposition specified by the Initiating Holders shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such Registrable Securities included therein have been sold pursuant thereto. (iii) The Company shall be entitled to include in any Registration Statement referred to in this Section 3(a), but for sale in accordance with the Holders shall pay all any and all underwriting commissions and the expenses methods of any legal counsel selected disposition specified by the Initiating Holders, securities to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter or underwriters (if the method of disposition requested by the Initiating Holders is an underwritten public offering), such inclusion would have a material adverse effect on the efforts to represent them sell the Registrable Securities included in connection with the sale Registration Statement pursuant to Section 3(a)(i). (iv) If the managing underwriter shall (A) certify in writing that the inclusion of some or all of the Registrable Securities would materially and adversely affect the market for the Company's securities, (B) state the basis of such opinion and (C) state the maximum number of Registrable Securities. The , if any, that may be distributed without such adverse effect, then the Company agrees may, upon written notice to use its Reasonable Best Efforts the Requesting Holders allocate such an offering pro rata among the Requesting Holders. (v) If at the time of any request to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(spursuant to this Section 3(a); provided, however, that in no event shall the Company be required is engaged (or its Board of Directors has made a determination to register engage within ninety days of the time of such request) in a registered public offering of securities for its own account in which the Requesting Holders may include Registrable Securities pursuant to Section 3(b) hereof, or is engaged in a state any other activity which, in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock good faith determination of the Company. The 's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company shall cause any registration statement or post-effective amendment filed may at its option direct that the filing of a Registration Statement pursuant to the demand right granted under Section 8(a) to remain effective such a request be delayed for a period not in excess of nine consecutive months 90 days from the effective date of such offering or the date of commencement of such other material activity, as the case may be. (vi) If requested by the underwriters for any underwritten offering by the Requesting Holders pursuant to a registration statement or post-effective amendment. The Holders requested under this Section 3(a), the Company shall only use enter into an underwriting agreement with such underwriters in a form reasonably satisfactory in substance and form to each Requesting Holder and the prospectuses provided underwriters that shall contain such representations and warranties by the Company and such other terms as are generally prevailing in an agreement of this type, including, without limitation, indemnities to sell the Registrable Securities covered by effect and to the extent provided in Section 8 hereof. The Requesting Holders will cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Requesting Holders shall be parties to such registration statementunderwriting agreement and may, in their discretion, require that any or all of the representations and warranties by, and will immediately cease to use any prospectus furnished by other agreements on the part of, the Company if to and for the Company advises benefit of such underwriters shall also be made to and for the Holder benefit of such Requesting Holders and that any or all of the conditions precedent to the obligations of such prospectus may no longer underwriters under such underwriting agreement be used due conditions precedent to the obligations of such Requesting Holders. In the case of a material misstatement firm commitment public offering pursuant to this Section 3(a), the Initiating Holders shall choose the managing underwriter or omissionunderwriters; provided that this selection shall be subject to the approval of the Company, which approval shall not be unreasonably withheld. (vii) The Holders' rights under this Section 3(a) are in addition to registration rights of the Holders under Section 3(b) hereof.

Demand Registration Rights. (a) The Company, upon Upon the written demand (“Demand Notice”) request by Stockholder at any time commencing on the Closing Date and continuing through the Effective Period that Parent effect the registration with the SEC under and in accordance with the provisions of the Majority Holders, agrees Securities Act of all or part of Stockholder's Registrable Securities (which written request will specify the aggregate number of shares of Registrable Securities requested to register on one occasion all of the Registrable Securities. On such occasionbe registered, the Company form of registration statement to be used, with Parent's reasonable consent, and the means of distribution), Parent will file a registration statement or a post-effective amendment to the Registration Statement covering the Stockholder's Registrable Securities requested to be registered within forty-five (45) days 20 Business Days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafterrequest; provided, however, that the Company shall Parent will not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights take any action pursuant to this Section 8.3 hereof and either: 4: (i) if prior to the Holder has elected date of such request Parent shall have effected two registrations pursuant to participate in the offering covered by such registration statement or this Section 4; (ii) if Parent has effected a registration pursuant to Section 3 within the 90-day period next preceding such registration statement relates request which permitted Stockholder to an underwritten primary offering register all of securities its Registrable Securities; (iii) if Parent shall at the time have effective a Shelf Registration pursuant to which Stockholder could effect the disposition of all of the Company, until Stockholder's Registrable Securities in the offering covered by such registration statement has been withdrawn or until thirty manner requested; (30iv) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or if the Registrable Securities within ten days from which Parent shall have been requested to register shall have a then-current market value of less than $50,000,000, unless such registration request is for all remaining Registrable Securities; or (v) during the date of the receipt pendency of any such Demand NoticeBlackout Period. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell Stockholder may distribute the Registrable Securities covered by such request by means of an underwritten offering or any other lawful means, as determined by Stockholder and the form of the registration statement, and statement shall be subject to Stockholder's reasonable approval. (c) A registration requested pursuant to this Section 4 will immediately cease not be deemed to use any prospectus furnished be effected for purposes of this Section 4 if it has not been declared effective by the Company SEC or become effective in accordance with the Securities Act and the rules and regulations thereunder or its effectiveness has not been maintained for the applicable period required hereunder. (d) Stockholder may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request by providing a written notice to Parent revoking such request. In such event, Stockholder will reimburse Parent for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement; provided, however, that, if such revocation was based on (i) Parent's failure to comply in any material respect with its obligations hereunder or (ii) the Company advises the Holder that occurrence of a Blackout Period, such prospectus may no longer reimbursement will not be used due required. (e) Parent will not include any securities which are not Registrable Securities in any Registration Statement filed pursuant to a material misstatement or omissiondemand made under this Section 4 without the prior written consent of Stockholder.

Demand Registration Rights. Within ten (a10) The Company, upon written demand (“Demand Notice”) business days of the Majority Holders, agrees to register on one occasion all Date of the Registrable Securities. On such occasionIssuance, the Company will file a registration statement or a post-effective amendment to the Shelf Registration Statement covering (as hereinafter defined) registering for resale the Registrable Securities within forty-five (45as hereinafter defined) days after receipt of a Demand Notice and under the Securities Act. The Company shall use its Reasonable Best Efforts commercially reasonable efforts to have cause such registration statement or post-effective amendment declared Shelf Registration Statement to become effective as soon promptly as possible thereafter; provided, however, that practicable after filing. Until the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: earlier of such time as (i) the Holder has elected all Registrable Securities cease to participate in the offering covered by such registration statement be Registrable Securities or (ii) if the Company is no longer eligible to maintain a Shelf Registration Statement, the Company will keep current and effective such registration statement relates Shelf Registration Statement and file such supplements or amendments to an underwritten primary offering of securities such Shelf Registration Statement (or file a new Shelf Registration Statement when such preceding Shelf Registration Statement expires pursuant to the rules of the Company, until SEC) as may be necessary or appropriate in order to keep such Shelf Registration Statement continuously effective and useable for the offering covered by such registration statement has been withdrawn or until thirty resale of Registrable Securities under the Securities Act in order to fulfill a Shelf Underwritten Offering Request (30) days after such offering is consummatedas defined below). The demand for registration Shelf Registration Statement shall include the Plan of Distribution in substantially the form attached hereto as Annex A. The Holder may be made at any time during a period use the Shelf Registration Statement to sell or otherwise dispose of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but an underwritten offering. Upon written notice from the Holders shall pay all any and all underwriting commissions and Holder to the expenses of any legal counsel selected by the Holders to represent them in connection with the sale Company of the Registrable Securities. The Company agrees Holder’s intention to use its Reasonable Best Efforts to qualify or register the sell Registrable Securities in such states manner, which notice shall specify the approximate number of the Registerable Securities to be so sold, the Company shall, at the Holder’s request (a “Shelf Underwritten Offering Request”), enter into an underwriting agreement in a form as is customary in underwritten offerings of securities by the Company with the underwriter or underwriters selected by the Holder and reasonably acceptable to the Company and shall take all such other reasonable actions as are reasonably requested by the Majority Holder(smanaging underwriter of such underwritten offering and/or the Holder in order to expedite or facilitate the disposition of such Registrable Securities (“Shelf Underwritten Offering”); provided, however, that in no event shall the Company be required have any obligation to register the Registrable Securities facilitate or participate in a state in which such registration would cause more than five (i5) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the CompanyShelf Underwritten Offerings. The Company shall cause notify the Holder of its receipt of any registration statement or post-effective amendment filed pursuant to notice of the demand right granted under Section 8(a) to remain effective for a period issuance of nine consecutive months from any stop order by the effective date Commission suspending the effectiveness of such registration statement Shelf Registration Statement (or post-effective amendmentthe initiation or threatening of any proceedings for such purpose) and shall use its best efforts to prevent the issuance of any such stop order or to obtain the withdrawal of such stop order, should it be issued. The Holders shall only use the prospectuses provided All expenses to be incurred by the Company to sell or the Registrable Securities covered by such registration statement, Holder in connection with the Shelf Registration Statement and will immediately cease to use any prospectus furnished a Shelf Underwritten Offering (other than the underwriters’ discount or commissions) shall be borne by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionCompany.

Demand Registration Rights. (a) The CompanyAt any time after October 4, upon written demand (“Demand Notice”) 1996 and on or before October 4, 2006, the Swiss Re Holders holding a majority of the Majority Holders, agrees to register on one occasion all Swiss Re Registrable Securities or the Reliance Holders holding a majority of the Reliance Registrable Securities may make a Registration Demand requesting registration under the Securities Act of all or part of their Registrable Securities. On such occasion, the The Company will file a registration statement or a post-effective amendment shall use its best efforts to the Registration Statement covering cause the Registrable Securities as to which registration is requested in the Registration Demand to be promptly registered under the Securities Act (and in any event, such registration shall be effected within forty-five one hundred and eighty (45180) days following receipt of a Registration Demand). Within ten (10) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have any such registration statement or post-effective amendment declared effective as soon as possible thereafter; providedRegistration Demand, however, that the Company shall not be required give written notice of the proposed registration to comply with a Demand Notice if all other Holders of Registrable Securities. All Holders of Registrable Securities 1. Any Holder may exercise such option by delivering written notice of exercise to the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until within thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year receiving notice from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or proposed registration. Any such notice to the Company shall specify the number of Registrable Securities within ten days from to be included in such registration and the date Company, subject to the provisions of the receipt of Section 2.5(b), shall be obligated to include such Registrable Securities in any such Demand Noticeregistration. (b) The Company shall bear all fees and expenses attendant to registering In the Registrable Securities event of a Registration Demand by either the Swiss Re Holders or the Reliance Holders, or in the event of a request for registration by the holders of Existing Registration Rights pursuant to Section 8.2(a2 of the Existing Registration Rights Agreement (an "Existing Holder Demand"), but or in the Holders event of a registration demand made by any Future Holder pursuant to a future registration rights agreement permitted under the Purchase Agreement, (a "Future Holder Demand"), any subsequent Registration Demand, Existing Holder Demand or Future Holder Demand received by the Company within thirty (30) days after the initial Registration Demand, Existing Holder Demand or Future Holder Demand, as the case may be, shall pay all any and all underwriting commissions be treated (together with the initial Registration Demand, Existing Holder Demand or Future Holder Demand, as the case may be) as one (1) Registration Demand (a "Collective Demand") and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register effect only one (1) registration statement with respect to the Registrable Securities in securities subject to the Collective Demand. In the event of a state in which such registration would cause (i) the Company to be obligated to registerCollective Demand, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders each of the Company to be obligated to escrow their shares of capital stock of Swiss Re Holders and the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Reliance Holders shall only use the prospectuses provided by the Company be deemed to sell the Registrable Securities covered by such registration statement, and will immediately cease have made a Registration Demand (subject to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionSection 2.2 hereof).

Demand Registration Rights. After the occurrence of a Purchase Event that occurs prior to an Exercise Termination Event, Issuer shall, at the request of Grantee (a) The Company, upon written demand (“Demand Notice”) whether on its own behalf or on behalf of any subsequent holder of the Majority Holders, agrees Option (or part thereof) delivered prior to register on one occasion all an Exercise Termination Event or at the request of a holder of any of the Registrable Securities. On such occasionshares of Common Stock issued pursuant hereto) delivered no later than 12 months after an Exercise Termination Event, the Company will promptly prepare, file and keep current a shelf registration statement under the Securities Act covering this Option or a post-effective amendment any shares issued and issuable pursuant to the Registration Statement covering Option (the Registrable Securities within forty-five (45"Option Shares") days after receipt of a Demand Notice and shall use its Reasonable Best Efforts best efforts to have cause such registration statement to become effective and remain current and to qualify this Option or post-effective amendment declared effective as soon as possible thereafterany such Option Shares or other securities for sale under any applicable state securities laws in order to permit the sale or other disposition of this Option or any Option Shares in accordance with any plan of disposition requested by Grantee; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed Issuer may postpone filing a registration statement with respect relating to which a registration request by Grantee under this Section 6 for a period of time (not in excess of 90 days) if in its judgment such filing would require the Holder is entitled disclosure of material information that Issuer has a bona fide business purpose for preserving as confidential. Issuer will use its best efforts to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by cause such registration statement or (ii) if such registration statement relates first to an underwritten primary offering of securities of become effective as soon as practicable after the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants filing thereof and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) then to remain effective for a such period not in excess of nine consecutive months 180 days from the effective date of day such registration statement first becomes effective, or post-effective amendmentsuch shorter time as may be necessary to effect such sales or other dispositions. The Holders Grantee shall only use have the prospectuses provided right to demand two such registrations. Grantee shall provide all information reasonably requested by the Company Issuer for inclusion in any registration statement to sell the Registrable Securities covered by be filed hereunder. In connection with any such registration statementregistration, Issuer and Grantee shall provide each other with representations, warranties, and will immediately cease other agreements customarily given in connection with such registrations. If requested by any Grantee in connection with such registration, Issuer and Grantee shall become a party to use any prospectus furnished by underwriting agreement relating to the Company sale of Option Shares, but only to the extent of obligating themselves in respect of representations, warranties, indemnities and other agreements customarily included in such underwriting agreements. Notwithstanding the foregoing, if Grantee revokes any exercise notice or fails to exercise any Option with respect to any exercise notice pursuant to Section 2(e), Issuer shall not be obligated to continue any registration process with respect to the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionsale of Option Shares.

Demand Registration Rights. (a) The CompanyCommencing on July 12, upon 1999, if the Company shall receive a written demand request (“Demand Notice”specifying that it is being made pursuant to this Section 1.5) from the Holders of at least forty percent (40%) of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, Securities that the Company will file a registration statement or a post-effective amendment similar document under the Securities Act covering the registration of Registrable Securities the expected aggregate offering price to the Registration Statement covering public of which is at least $7,500,000, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that such Holders have requested, within forty-five fifteen (4515) days after receipt of such written notice, to be registered in accordance with this Section 1.5 to be registered under the Securities Act. The Holders making the written request pursuant to this Section 1.5 shall be referred to hereinafter as the "INITIATING HOLDERS". Notwithstanding the foregoing, (i) the Company shall not be obligated to effect a Demand Notice registration pursuant to this Section 1.5 during the period starting with the date one hundred twenty (120) days prior to the Company's estimated date of filing of, and use its Reasonable Best Efforts ending on a date one hundred eighty (180) days following the effective date of, a registration statement pertaining to have an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith; and (ii) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or post-effective amendment declared effective as soon as possible thereafterits shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed six (6) months; provided, however, that the Company shall not be required to comply with obtain such a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate deferral more than once in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date12-month period. The Company covenants and agrees shall be obligated to give written notice effect not more than two (2) registrations pursuant to this Section 1.5 for which holders of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from are the date of the receipt of any such Demand NoticeInitiating Holders. (b) The Company shall bear all fees and expenses attendant If the Initiating Holders intend to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell distribute the Registrable Securities covered by such registration statementtheir demand by means of an underwriting, they shall so advise the Company as part of their demand made pursuant to this Section 1.5, and will immediately cease the Company shall include such information in the notice referred to use in Section 1.5(a). In such event, the right of any prospectus furnished Holder to registration pursuant to this Section 1.5 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company shall, together with all Holders proposing to distribute their securities through such underwriting, enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company and reasonably satisfactory to a majority of interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.5, if the underwriter shall advise the Company advises in writing that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration. If by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 1.5. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other securityholders) in such registration if the underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in such prospectus may no longer registration and underwriting will not thereby be used due to a material misstatement or omissionlimited.

Demand Registration Rights. (a) The CompanyDuring the Effectiveness Period, upon until such time that the Investor owns less than one-third (1/3) of the Shares originally issued to Investor pursuant to the Investment Agreement, the Investor may make one (1) written demand (“Demand Notice”subject to this Section 4(a) and the last sentence of Section 4(b)) of the Majority Holders, agrees Company on the form attached hereto as Exhibit A (a “Demand Registration Request”) to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement prospectus supplement or a post-effective amendment amendment, as may be required under the Securities Act, to the Shelf Registration Statement covering to cover the sale of Registrable Securities within forty-five through a firm commitment underwritten public offering without regard to volume or other limitations (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafteran “Underwritten Offering”); provided, however, that the Investor may not make a Demand Registration Request for less than that number of Registrable Securities equal to one-third (1/3) of the aggregate number of Shares originally issued to Investor pursuant to the Investment Agreement. If required by the underwriters, the Investor agrees to execute a customary lock-up agreement (for a duration not to exceed 90 days) in connection with an offering of Registrable Securities pursuant to this Section 4(a). The Company may include in the Underwritten Offering contemplated by this section Primary Shares but no other shares. If the Managing Underwriter or Underwriters (as defined below) with respect to an Underwritten Offering pursuant to this Section 4 advise the Company in writing that, in their opinion, the inclusion of the number of Registrable Securities requested to be included by the Investor and/or any Primary Shares to be included creates a risk that the price per share of the securities to be included in the Underwritten Offering will be reduced, then the Company will promptly give the Investor written notice thereof and, upon the election of the Investor the Company will include all such Registrable Securities then held by the Investor that in the opinion of such underwriters can be sold without creating such a risk prior to including any Primary Shares; provided, that if all Registrable Securities that the Investor has requested to be included in such Underwritten Offering pursuant to this Section 4 are not so included, then the Investor will be entitled to an additional Demand Registration Request hereunder on the same terms and conditions as the initial Demand Registration Request. If the Underwritten Offering made pursuant to a Demand Registration Request is not consummated for any reason (other than as a result of a withdrawal by the Investor in accordance with Section 4(b) that counts as the one Demand Registration Request hereunder), then such Demand Registration Request shall not be deemed to have been made. (b) Subject to Section 6(d), in the event that the Investor delivers a Demand Registration Request, the Company shall enter into an underwriting agreement in customary form with the underwriter or underwriters (including the book running lead manager of such Underwritten Offering, referred to herein as the “Managing Underwriter”), which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 8, and shall take all such other reasonable actions as are requested by the Managing Underwriter or the Investor in order to expedite or facilitate the registration and disposition of the Registrable Securities subject to the Underwritten Offering. In connection with any Underwritten Offering under this Agreement, the Company shall be entitled to select the Managing Underwriter or Underwriters (which shall be of nationally recognized standing), subject to the written consent of the Investor not to be unreasonably withheld. The Investor shall not be required to comply make any representations or warranties to or agreements with a Demand Notice if the Company has filed a registration statement with respect to which or the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof Managing Underwriter other than representations, warranties or agreements regarding the Investor and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities its ownership of the Company, until securities being registered on its behalf and its intended method of distribution and any other representation required by Law. If the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders Investor disapproves of the Warrants and/or terms of an underwriting, the Registrable Securities within ten days from Investor may elect to withdraw therefrom by notice to the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s)Managing Underwriter; provided, however, that in no event such withdrawal must be made up to and including the time of pricing of such offering to be effective; and provided, further, that any such withdrawal shall count as the Company be required one Demand Registration Request hereunder unless such withdrawal is due to register the Registrable Securities in a state in which such registration would cause (i) a material and adverse change in the Company to be obligated to registerCompany’s business, license condition (financial or qualify to do business in such stateotherwise), submit to general service results of process in such state operations, properties, assets, liabilities or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction prospects or (ii) any action or omission on the principal stockholders part of the Company to be obligated to escrow their shares of capital stock of in connection with the Underwritten Offering, including, without limitation, the Company’s failure to comply in any material respect with its obligations hereunder. The Company No such withdrawal or abandonment shall cause any registration statement or post-effective amendment filed affect the Company’s obligation to pay Registration Expenses. Notwithstanding anything to the contrary in this Agreement, in the event that the Investor elects to withdraw from an Underwritten Offering pursuant to this Section 4(b) in circumstances where such withdrawal counts as the demand right granted under Section 8(aone Demand Registration Request hereunder, the Investor shall be entitled to make one additional Demand Registration Request; provided that, at its election, the Investor shall be responsible for all Registration Expenses (as defined below) to remain effective for a period of nine consecutive months from incurred in connection with the effective date of initial or such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionadditional Demand Registration Request.

Demand Registration Rights. The Company covenants and agrees with the Underwriter and any other or subsequent Holders of the Registrable Securities (aas defined in paragraph (e) The Companyof this Section 10) that, upon written demand (“Demand Notice”request of the then Holder(s) of at least a majority of the Majority Holders, agrees to register on one occasion all aggregate of the Registrable Securities. On such occasionSecurities which were originally issued on the date hereof to the Underwriter or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file a registration statement or as promptly as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement covering or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities within forty-five for sale. Within fifteen (4515) days after receipt receiving any such notice, the Company shall give notice to the other Holders of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be required obligated to comply with a Demand Notice if any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: within ten (i10) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of days thereafter. No other securities of the CompanyCompany shall be entitled to be included in such Amendment, until the offering covered by such registration statement has been withdrawn Registration Statement or until thirty (30) days after such offering is consummatedOffering Statement. The demand Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for registration may be made at any time during a period of four two years beginning one (1thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) year from of the Base Date. The Company covenants Act and agrees any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the Amendment, Registration Statement or Offering Statement to give written notice of its receipt of enable information set forth in Amendment, Registration Statement or Offering Statement to enable any Demand Notice by any Holder(s) to all other registered Holders of the Underwriter Warrants and/or the Registrable Securities within ten days from the date to either sell such Underwriter Warrants or to exercise such Underwriter Warrants and sell Shares, or to enable any holders of the receipt of any Shares to sell such Demand Notice. (b) Shares, during said two-year period. The Company shall bear all fees and expenses attendant to registering Holders may sell the Registrable Securities pursuant to Section 8.2(a)the Amendment, but Registration Statement or the Offering Statement without exercising the Underwriter Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale a majority of the Registrable Securities. The Company agrees Securities to use its Reasonable Best Efforts to qualify or register the Registrable Securities be included in such states as are reasonably requested by registration shall be entitled to select the Majority Holder(s); provided, however, that underwriter or managing underwriter (in no event shall the Company be required to register the Registrable Securities in case of a state in which such registration would cause (isyndicated offering) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionoffering.

Demand Registration Rights. The Issuer covenants and agrees with the holders of Warrants or Warrant Shares (athe "Registrable Securities") The Companythat, upon written demand (“Demand Notice”) subject to the availability of audited financial statements which would comply with Regulation S-X under the Majority Holders, agrees to register on one occasion Securities Act and provided that the Holders have not previously had the option of including all of the Registrable Securities in one or more Piggyback Registrations pursuant to Section 8.b., upon written request of the then Holder(s) of at least a majority of the Warrants or the Registrable Securities. On such occasion, or both, made at any time within the period commencing three years and ending five years after the date herein first set forth, the Company Issuer will file a registration statement or as promptly as practicable and, in any event, within 60 days after receipt of such written request, at its expense (other than the fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to a registration statement, or a new registration statement under the Registration Statement covering Securities Act, registering or qualifying the Registrable Securities within forty-five for sale. Within fifteen (4515) days after receipt receiving any such notice, the Issuer shall give notice to the other Holders of a Demand Notice and use its Reasonable Best Efforts to have the Registrable Securities, if any, advising that the Issuer is proceeding with such Amendment or registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that and offering to include therein the Company Registrable Securities of such Holders. The Issuer shall not be required obligated to comply with a Demand Notice if any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company has filed a Issuer within ten (10) days thereafter. The Issuer will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment or registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof as promptly as practicable and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1nine months thereafter to reflect in the Amendment or registration statement financial statements which are prepared in accordance with Section 10(a)(3) year from of the Base Date. The Company covenants Securities Act and agrees any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment or registration statement to give written notice of its receipt of enable any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date to either sell such Warrants or to exercise such Warrants and sell Warrant Shares, or to enable any holders of the receipt of any Warrant Shares to sell such Demand Notice. (b) Warrant Shares, during said nine-month period. The Company shall bear all fees and expenses attendant to registering Holders may sell the Registrable Securities pursuant to Section 8.2(a)the Amendment or registration statement without exercising the Warrants. If any registration pursuant to this paragraph 8(a) is an underwritten offering, but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale a majority of the Registrable Securities. The Company agrees Securities to use its Reasonable Best Efforts to qualify or register the Registrable Securities be included in such states as are reasonably requested by registration shall be entitled to select the Majority Holder(s); providedunderwriter or managing underwriter (in the case of a syndicated offering) of such offering, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders Issuer's approval which shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer not be used due to a material misstatement or omissionunreasonably withheld.

Demand Registration Rights. (a) The Company, upon At any time one or more Holders may make a written demand (“Demand Notice”) request to the Company for registration of the Majority Holders, agrees to register on one occasion all or any part of the Registrable Securities. On Securities held by such occasion, the Company will file requesting Holder(s) (a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a “Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafterRegistration”); provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning effect more than one (1) year from Demand Registration pursuant to this Section 4.01(a). Each request for a Demand Registration shall specify the Base Dateaggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. Within five (5) Business Days following receipt of any request for a Demand Registration, the Company shall deliver written notice of such request to all other Holders of Registrable Securities. Thereafter, the Company shall include in such Demand Registration any additional Registrable Securities which the Holder or Holders thereof have requested in writing be included in such Demand Registration, provided that all requests therefor have been received by the Company within ten (10) Business Days of the Company’s having sent the applicable notice to such Holder or Holders. All such requests shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of the same. The Company covenants and agrees to give written notice of its receipt of shall not include in any Demand Notice by Registration any securities that are not Registrable Securities without the prior written consent of the Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any requesting such Demand NoticeRegistration, which consent shall not be unreasonably withheld or delayed. (b) The As promptly as practicable following receipt of a request for a Demand Registration, but in no event prior to the earlier of (i) the filing by the Company of its Form 10-K for the year ending December 31, 2016 and (ii) March 31, 2017, the Company shall bear all fees file a Registration Statement relating to such Demand Registration and expenses attendant shall use its reasonable best efforts to registering cause such Registration Statement to be declared effective under the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable SecuritiesAct. The Company agrees may postpone for up to use 60 consecutive days the filing or effectiveness of a Registration Statement for a Demand Registration if the Board determines in its Reasonable Best Efforts to qualify reasonable good faith judgment that such Demand Registration would (x) materially interfere with a significant acquisition, corporate reorganization or register other similar transaction involving the Registrable Securities in such states Company or its subsidiaries; or (y) require premature disclosure of material nonpublic information that the Company has a bona fide business purpose for preserving as are reasonably requested by the Majority Holder(s)confidential; provided, however, that in no event shall the Company may delay a Demand Registration hereunder only twice in a period of twelve (12) consecutive months. (c) A Holder may withdraw its Registrable Securities from a Demand Registration prior to the effectiveness of the Registration Statement filed with respect to such Demand Registration. If all Holders that requested the Demand Registration do so, the Company shall be required entitled to register cease all efforts to secure registration, in which event the Holder(s) who requested such registration shall pay or reimburse the Company for all of the reasonable out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration, unless (i) the withdrawal is based on the reasonable determination of the Holder(s) who requested such registration that there has been, since the date of such request, a Material Adverse Effect or (ii) such Holder(s) agree to forfeit their one (1) Demand Registration. (d) If the Holder(s) that requested the Demand Registration so elect, such offering shall be in the form of an underwritten registration. The Holder(s) that requested the Demand Registration shall have the right to select the managing underwriters for the offering, which selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld or delayed. (e) If a Demand Registration is initiated as an underwritten registration, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of Registrable Securities and other securities proposed to be included in such registration exceeds the number of Registrable Securities and other securities that can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the offering price per share) (such maximum number of shares, the “Maximum Number of Securities”), then the Company shall include in such registration: (i) first, the number of Registrable Securities requested to be included therein by the Holder(s) requesting such registration, allocated pro rata among such Holders on the basis of the number of Registrable Securities requested to be included therein by such Holders or as such Holders and the Company may otherwise agree; (ii) second, the number of securities requested to be included therein by other security holders; and (iii) third, the number of securities that the Company proposes to sell. (f) Any Demand Registration shall be on such appropriate registration form of the SEC (i) as shall be selected by the Company and reasonably acceptable to the Holder(s) that requested the Demand Registration and (ii) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the applicable Holders’ requests for such registration. Notwithstanding the foregoing, if, pursuant to a state in which such registration would cause Demand Registration, (iA) the Company proposes to effect this registration by filing a Registration Statement on Form S-3 or Form F-3 (or any successor or similar short-form registration statement), (B) such registration is to be obligated underwritten and (C) the managing underwriters shall advise the Company in writing that, in its or their opinion, the use of another form of registration statement (or the inclusion, rather than the incorporation by reference, of information in the Prospectus related to registera Registration Statement on Form S-3 or Form F-3 (or other short-form registration statement)) is of material importance to the success of such proposed offering, license then such registration shall be effected on such other form (or qualify to do business such information shall be so included in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionProspectus).

Demand Registration Rights. (a) The CompanySubject to the provisions of this Section 4, upon at any time and from time to time after the date hereof, the Apollo Group may make one or more written demand requests (“Registration Request”) to the Company for registration under and in accordance with the provisions of the Securities Act of all or part of their shares of Common Stock. (b) All Registration Requests made pursuant to this Section 4 will specify the aggregate amount of shares of Common Stock to be registered and will also specify the intended methods of disposition thereof (a “Demand Notice”) ). Subject to Section 4(d), promptly upon receipt of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On any such occasionDemand Notice, the Company will file a use its reasonable best efforts to effect such registration statement or a under the Securities Act (including, without limitation, filing post-effective amendment amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with the applicable regulations promulgated under the Securities Act) of the shares of Common Stock which the Company has been so requested to register within 120 days of such request (subject to any lock-up restrictions). (c) If the Company receives a Registration Request and the Company furnishes to the party who submitted such request a copy of a resolution of the Board certified by the secretary of the Company stating that in the good faith judgment of the Board it would be materially adverse to the Company for a Registration Statement covering to be filed on or before the Registrable Securities within forty-five date such filing would otherwise be required hereunder, the Company shall have the right to defer such filing for a period of not more than ninety (4590) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have the date such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the filing would otherwise be required hereunder. The Company shall not be required permitted to comply with a Demand Notice if take such action more than twice in any 360-day period. If the Company has filed shall so postpone the filing of a registration statement with respect to which Registration Statement, the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) requesting party may withdraw its Registration Request by so advising the Holder has elected to participate Company in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until writing within thirty (30) days after receipt of the notice of postponement. In addition, if the Company receives a Registration Request and the Company is then in the process of preparing to engage in a Public Offering, the Company shall inform the party who submitted such offering is consummated. The demand request of the Company’s intent to engage in a Public Offering and may require such party to withdraw such Registration Request for registration may be made at any time during a period of four years beginning one (1) year from up to 120 days so that the Base DateCompany may complete its Public Offering. The In the event that the Company covenants ceases to pursue such Public Offering, it shall promptly inform such requesting party and agrees such requesting party shall be permitted to give written notice submit a new Registration Request. For the avoidance of its receipt of any Demand Notice by any Holder(s) doubt, such requesting party shall have the right to all other registered Holders of participate in the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand NoticeCompany’s Public Offering as provided in Section 5. (bd) Registrations under this Section 4 shall be on such appropriate registration form of the Securities and Exchange Commission (i) as shall be selected by the Company and as shall be reasonably acceptable to the requesting party and (ii) as shall permit the disposition of such Common Stock in accordance with the intended method or methods of disposition specified in the Demand Notice. If, in connection with any registration under this Section 4 which is proposed by the Company to be on Form S-3 or any successor form, the managing underwriter, if any, shall advise the Company in writing that in its opinion the use of another permitted form is of material importance to the success of the offering, then such registration shall be on such other permitted form. (e) The Company shall bear all fees and expenses attendant use its best efforts to registering keep any Registration Statement filed in response to a Registration Request effective for as long as is necessary for the Registrable Securities pursuant requesting party to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale dispose of the Registrable Securities. The Company agrees covered securities. (f) In the case of an Underwritten Offering, the Apollo Group shall select the underwriters, provided such selection is reasonably acceptable to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.

Demand Registration Rights. As of and after the Closing Shares Shelf Expiration, each Stockholder shall have the right to require the Company to file one or more registration statements under the Securities Act covering all or any part of its and its Affiliates’ Registrable Securities (a) The Company, upon written demand (a “Demand NoticeRegistration”) of by delivering a written request (the Majority Holders, agrees “Demand Registration Request”) therefor to register on one occasion all of the Registrable Securities. On such occasion, the Company will file specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof (each such Stockholder so requesting a Demand Registration, an “Initiating Stockholder”). Any Demand Registration Request may request that the Company register Registrable Securities on an appropriate form, including a long-form registration statement on Form S-1 (or any similar long-form registration statement), a post-effective amendment to shelf registration statement, and, if the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of Company is a Demand Notice and use its Reasonable Best Efforts to have such WKSI, an automatic shelf registration statement or post-effective amendment declared effective as soon as possible thereafterstatement; provided, however, that the Company shall not only be required obligated to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by register such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with if the sale of the Registrable SecuritiesSecurities requested to be registered by such Stockholder is reasonably expected to result in aggregate gross cash proceeds of at least $20,000,000 (without regard to any underwriting discount or commission); and provided, further, that unless otherwise approved by the Board, the Company shall not be obligated to file a Registration Statement relating to any registration request under this Section 2.2 within a period of 180 days after the effective date of any other Registration Statement. The Company agrees shall, as promptly as reasonably practicable (subject to Section 2.6(c)), use its Reasonable Best Efforts reasonable best efforts to qualify or register file with the SEC (no later than forty five (45) days from the Company’s receipt of the applicable Demand Request) and cause to be declared effective such registration under the Securities Act of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such states as are reasonably intended method of distribution, including a distribution to, and resale by, the members or partners of the Initial Stockholder (a “Partner Distribution”), and (y) if requested by the Majority Holder(s); providedStockholders, however, that in no event obtain acceleration of the effective date of the registration statement relating to such registration. The Company shall use reasonable best efforts to cause any Registration Statement filed pursuant to this Section 2.2 (subject to Section 2.6(c) hereof) to remain effective until the Company be required to register the Registrable Securities in a state in which such registration would cause earlier of (i) the Company date on which all Registrable Securities included within such Registration Statement have been sold (other than to be obligated a Permitted Transferee to register, license or qualify to do business whom registration rights are effectively assigned in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or accordance with Section 6.1 hereof) and (ii) the principal stockholders expiration of 180 days (or, if such registration is a shelf-registration statement that permits sales of Registrable Securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, one (1) year) from the date such Registration Statement first becomes effective (exclusive of any period during which the holders of Registrable Securities are prohibited or impaired from disposition of Registrable Securities by reason of the occurrence of a Permitted Interruption), at which time the Company shall have the right to be obligated to escrow their shares deregister any of capital stock of the Companysuch securities that remain unsold. The Company shall cause shall, at the request of any registration statement Stockholder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments, or include in the initial Registration Statement any disclosure or language, or include in any prospectus supplement or post-effective amendment filed any disclosure or language, and otherwise take any action, reasonably deemed necessary or advisable by such Stockholder (including to effect a Partner Distribution). Notwithstanding anything contained herein to the contrary, the Company shall not be required to effect more than five (5) Demand Registrations pursuant to the demand right granted under this Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission2.2.

Demand Registration Rights. (a) The CompanyHolder has the right to one demand registration right on or after April 30, 2001. Subject to (i) the registration procedures outlined in Section (b) below and (ii) the Common Stock of the Company being publicly traded at the time of the request set forth below, the Company shall, upon written demand the request of Holder, (“Demand Notice”b) Prepare and file with the SEC a Registration Statement on Form S-3 (or any other form of registration statement on which it may file for registration under the Securities Act) registering resales of the Majority Holders, agrees Common Shares by the Holder from time to time through the over-the-counter quotation system of the Nasdaq Market or the facilities of any national securities exchange or the Nasdaq National Market if the Common Stock is then listed or quoted thereon or in privately-negotiated transactions. The Registration Statement shall register on one occasion (i) all of the Registrable SecuritiesCommon Shares and (ii) such number of additional shares of Common Stock as may become issuable as Common Shares as a result of the anti-dilution provisions of the Common Shares. On such occasion, the The Company will use commercially reasonable efforts to cause the initial Registration Statement to be declared effective by the SEC as soon as possible after the filing thereof. The Company hereby agrees that it shall (i) prepare and file such post-amendments to the initial Registration Statement and/or such additional Registration Statements as may be necessary to ensure that at all times there shall be registered with the SEC for resale by the Holder from time to time as provided in this Section 2 sufficient shares of Common Stock to account for all Common Shares which become issuable from time to time with respect to the Common Shares (as a registration statement or a result of anti-dilution provisions), and (ii) cause such post-effective amendment amendments to the initial Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts and/or such additional Registration Statements to have such registration statement or post-effective amendment be declared effective as soon as possible thereafter; provided, however, that after the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securitiesfiling thereof. The Company agrees to use its Reasonable Best Efforts diligent efforts to qualify keep the Registration Statement(s) continuously effective and usable for resale of Registration Securities until two years (the "Effectiveness Period") from the Closing Date or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in shorter period which such registration would cause (i) the Company will terminate when all Common Shares have ceased to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionSecurities.

Demand Registration Rights. (a) The Company, upon written demand From and after the Closing Date (“Demand Notice”the "COMMENCEMENT DATE") and to and including the date that is the fourth anniversary of the Majority HoldersCommencement Date, agrees subject to register extension pursuant to Section 4 (as so extended from time to time, the "TERMINATION DATE"), on one occasion all or more occasions when the Company shall have received the written request of the Purchaser, any pledgee of Registrable Securities. On Shares from the Purchaser or holders of at least 100,000 Registrable Shares in the aggregate (as such occasionnumber of shares may be adjusted in the event of any change in the Registerable Shares by reason of stock dividends, split-ups, reverse split-ups, mergers, recapitalizations, subdivisions, conversions, exchanges of shares or the like) that shall have been acquired directly or indirectly from the Purchaser and to which rights under this Section 1 shall have been assigned pursuant to Section 13(a) (each such person, when requesting registration under this Section 1 or under Section 2 and thereafter in connection with any such registration, being hereinafter referred to as a "REGISTERING STOCKHOLDER"), the Company will file shall give written notice of the receipt of such request to each potential Registering Stockholder; it being understood that, without prior notice to the Company, the Company shall not be deemed to have knowledge of the existence of any pledgee of Registrable Shares. The Company shall, as expeditiously as possible and in good faith, include in a Registration Statement the number of Registrable Shares (the "TRANSACTION REGISTRABLE SHARES") that the Registering Stockholders shall have specified by written notice received by the Company not later than 10 Business Days after the Company shall have given such written notice to the Registering Stockholders pursuant to this Section 1(a). (b) If the requested registration statement pursuant to this Section 1 shall involve an underwritten offering, (1) no other securities of the Company, including securities to be offered for the account of the Company or any person other than a post-effective amendment to Registering Stockholder, shall be included in the Registration Statement covering and (2) the Registering Stockholder initiating a request for registration of Registrable Securities within forty-five Shares pursuant to this Section 1 shall select (45with the consent of the Company, not to be unreasonably withheld) days after receipt of a Demand Notice the managing underwriter in connection with the offering and use its Reasonable Best Efforts any additional investment bankers and managers to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that be used in connection with the offering. (c) Notwithstanding anything herein to the contrary: (1) the Company shall not be required to comply with prepare and file pursuant to this Section 1 a Demand Notice if Registration Statement including less than 100,000 Registrable Shares in the aggregate (as such number of shares may be adjusted in the event of any change in the Registerable Shares by reason of stock dividends, split-ups, reverse split-ups, mergers, recapitalizations, subdivisions, conversions, exchanges of shares or the like); (2) subject to the following clause (3), the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company not be required to register prepare and file pursuant to this Section 1 more than seven Registration Statements, PROVIDED that a Registration Statement shall be deemed not to have been prepared and filed if the same does not become effective; and (3) if a requested registration pursuant to this Section 1 shall involve an underwritten offering, and if the managing underwriter shall advise the Company and the Registering Stockholders in writing that, in its opinion, the number of Transaction Registrable Securities Shares proposed to be included in the registration is so great as to adversely affect the offering, including the price at which the Transaction Registrable Shares could be sold, the Company will include in the registration the maximum number of securities which it is so advised can be sold without the adverse effect, allocated pro rata among all Registering Stockholders on the basis of the relative number of Transaction Registrable Shares that each Registering Stockholder has duly requested to be included in the registration; PROVIDED, that if 10% or more of the Transaction Registrable Shares requested to be registered by the Registering Stockholder initiating a state request for registration of Registrable Shares pursuant to this Section 1 are so excluded from any registration and an investment banking firm of recognized national standing shall advise the Company that the number of the Transaction Registerable Shares requested to be registered by such Registering Stockholder, at the time of the request and in light of the market conditions then prevailing, did not exceed the number that would have an adverse effect on the offering of such Transaction Registrable Shares, including the price of which such Transaction Registrable Shares could be sold, there shall be provided one additional registration would cause under the preceding clause (i2) the Company to be obligated to register, license or qualify to do business in respect of each such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionexclusion.

Demand Registration Rights. At any time commencing on the date ---------------------------- nine (a9) The Companymonths following the Prior Closing Date, upon written demand (“Demand Notice”) the Holders owning no less than 50.1% of the Majority aggregate principal amount of the Notes then outstanding shall have the one-time right, by written notice signed by such 50.1% of Holders, agrees provided to the Company (the "DEMAND NOTICE"), to demand ------------- the Company to register on one occasion for resale all Registrable Securities under and in accordance with the provisions of the Securities Act by filing with the Commission a Registration Statement covering the resale of all of the Registrable SecuritiesSecurities (the "DEMAND REGISTRATION STATEMENT"). On such occasion, Such Demand ----------------------------- Registration Statement shall be (i) filed by the Company will file a registration statement or a post-effective amendment to with the Registration Statement covering the Registrable Securities within Commission no later than forty-five (45) days after receipt by the Company of a the Demand Notice (the "DEMAND FILING DATE"), and use its Reasonable Best Efforts to have such registration statement (ii) declared -------------------- effective by the Commission no later than ninety (90) days after the Demand Filing Date (the "DEMAND EFFECTIVENESS DATE"). The Demand Registration --------------------------- Statement required hereunder shall be on Form S-1 or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice Form SB-2 (except if the Company has filed a registration statement with respect is not then eligible to register for resale the Registrable Securities on Form S-1 or Form SB-2, in which case the Holder is entitled Demand Registration Statement shall be on another appropriate form). The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as ANNEX A (which may be modified to piggyback registration rights pursuant respond to Section 8.3 hereof and either: comments, ------- if any, received by the Commission). The Company shall keep the Demand Registration Statement continuously effective under the Securities Act until the earlier of (i) the Holder has elected date when all Registrable Securities have been sold pursuant to participate in the offering covered by such registration statement or Demand Registration Statement, and (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty two (302) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company Demand Registration Statement if the Company advises Holders can sell all of their shares, without limitation, pursuant to Rule 144(k) of the Holder that such prospectus may no longer be used due to a material misstatement or omissionSecurities Act.

Demand Registration Rights. (a) The Company, upon written demand (“Demand Notice”) of Commencing on the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, date that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after the date the Company completes a business combination with a private company in a reverse merger or reverse take-over transaction (“Reverse Merger”), the Holder shall have a separate one-time right, by written notice to the Company, signed by the Holder ("Demand Notice"), to request the Company to register for resale all of the Registrable Securities included by the Holder in the Demand Notice (“Demand Registration Right”) under and in accordance with the provisions of the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 by filing with the Commission a Registration Statement covering the resale of such offering is consummatedRegistrable Securities ("Demand Registration Statement"). The demand Demand Registration Statement required hereunder shall be filed on Form S-3 (except if the Company is not then eligible to register for registration may resale the Registrable Securities on Form S-3, then such Registration Statement will be made at any time during a period of four years beginning one (1on Form S-1, Form SB-2, or such other appropriate form) year from by the Base applicable Filing Date. The Company covenants and agrees Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to give written notice of its receipt of any Demand Notice by any Holder(s) respond to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a)comments, but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected if any, received by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(sCommission); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-the Demand Registration Statement to be declared effective amendment filed pursuant to under the demand right granted Securities Act as promptly as possible after the filing thereof and shall keep the Demand Registration Statement continuously effective under Section 8(athe Securities Act until the earlier of (i) to remain effective for a period two years after its Effective Date, (ii) such time as all of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished Registration Statement have been publicly sold by the Company if Holder, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holder pursuant to Rule 144(k), or Rule 144 without regard to the volume limitations for sales as provided in that regulation, as determined by the counsel to the Company advises pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holder that ("Effectiveness Period”). By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such prospectus may no longer Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used due in connection with sales pursuant to a material misstatement such Registration Statement (whether or omissionnot such filing is technically required under such Rule).

Demand Registration Rights. (a) The CompanyUnless Section 3 herein is otherwise applicable, upon written demand at any time after the date that is one hundred and eighty (“Demand Notice”180) days after the closing of the Majority HoldersCompany’s first underwritten public offering of its Shares (other than a registration (1) relating to employee benefit plans or (2) solely relating to shares to be sold under Rule 145 or a similar provision under the Securities Act), agrees to register on one occasion all of the Registrable Securities. On such occasion, if Platinum requests in writing that the Company will file a registration statement or under the Securities Act for a post-effective amendment to the Registration Statement covering the firm commitment underwritten public offering of not less than 10% of Registrable Securities then outstanding (or any lesser percentage if the anticipated aggregate offering price of such offering, net of underwriting discounts and commissions, exceeds $20,000,000), the Company shall, within forty-five (45) 10 days after receipt of a Demand Notice and receiving the written request for registration, use its Reasonable Best Efforts commercially reasonable efforts to have so register under the Securities Act such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Registrable Securities requested to be registered. The Company shall not be required obligated to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered effect more than two such demand registrations requested by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand NoticePlatinum. (b) The If the Company shall bear all fees and expenses attendant to registering the includes in any registration required under this Section 1 a number of shares other than Platinum’s Registrable Securities pursuant that exceeds the number of Platinum’s Registrable Securities to be included, then such registration, as to Platinum, shall be deemed to be a registration under Section 8.2(a), but 2 instead of this Section 1. In all other cases where the Holders shall pay all Company includes in such registration any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the shares other than Platinum’s Registrable Securities. The Company agrees , such registration shall remain subject to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); providedthis Section 1, however, provided that in no event shall other shares (of persons other than the Company Company) be required to register the Registrable Securities in a state in which included if such registration inclusion would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction prevent Platinum from registering all Registrable Securities requested by it or (ii) adversely affect the principal stockholders offering price of Platinum’s Registrable Securities in such registration. (c) It is a condition precedent to the obligations of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause take any registration statement or post-effective amendment filed action pursuant to the demand right granted under this Section 8(a) 1 that Platinum furnish to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell such information regarding itself, the Registrable Securities covered held by it and the intended method of disposition of such securities as shall be reasonably and customarily required to effect the registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionof its Registrable Securities.

Demand Registration Rights. (a) The CompanyIf at any time beginning 14 months after the closing date of the IPO, upon a Resale Shelf Registration Statement (or other registration statement) registering the resale of all of a Holder’s Registrable Securities is not effective, notwithstanding any obligation the Company may have under Section 2.2(a), any one or more of such Holder(s) may make written demand requests to the Company (a “Demand Notice”) to require the Company to register, under and in accordance with the provisions of the Majority HoldersSecurities Act, agrees to register on one occasion any or all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Holders’ Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses terms of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(sthis Agreement (a “Demand Registration”); provided, however, that in no event shall the Company a Demand Registration may only be required to register the Registrable Securities in a state in which such registration would cause made if (i) the Company Registrable Securities requested to be obligated registered by the Holder(s) delivering the Demand Notice have an aggregate Market Value of at least $40,000,000 on the trading day immediately preceding the date that the Demand Notice is sent to registerthe Company and (ii) it shall not result in the Holders requesting collectively more than two Demand Registrations in any consecutive 12-month period. Any Demand Notice must specify (A) the Registrable Securities proposed to be registered, license or qualify to do business (B) the proposed method of distribution of such Registrable Securities, which may be by means of an underwritten offering, and (C) a single Person who shall serve as the representative of the Holders (the “Demand Representative”). Any Demand Registration may (if specified in such statethe Demand Notice), submit to general service of process in such state or would subject but need not, require the Company to taxation register such Holders’ Registrable Securities on Form S-3 (provided that the Company is eligible to register the resale of the Registrable Securities on Form S-3 (or a similar successor form established by the Commission)). Subject to Section 2.5, the Company will have the right to include shares of Common Stock to be sold for its own account or shares owned by other holders of Common Stock in any Demand Registration Statement. (b) If the Company does not have an effective Automatic Shelf Registration Statement at the time it receives a Demand Notice, the Company shall use its commercially reasonable best efforts to prepare and file a registration statement on an appropriate form with respect to any Demand Registration (the “Demand Registration Statement”) as promptly as reasonably practicable after receiving such Demand Notice, and the Company shall use its commercially reasonable best efforts to cause the Demand Registration Statement to become effective as promptly as reasonably practicable after the filing thereof. Notwithstanding the foregoing, upon the request of the Demand Representative in connection with a foreign corporation doing business in Demand Registration relating to an underwritten offering, the Company will agree to delay the effectiveness of the Demand Registration Statement for up to 10 Business Days after the Company would otherwise be prepared to cause the Demand Registration Statement to become effective. The Company shall use its commercially reasonable best efforts to maintain the effectiveness of the Demand Registration Statement after the effective date thereof until all Registrable Securities included therein have been sold or until such jurisdiction or Registrable Securities included therein have been registered on a Resale Shelf Registration Statement. To the extent that the Company has an effective Automatic Shelf Registration Statement at the time it receives a Demand Notice, (i) if the Demand Registration relates to an underwritten offering, then such Demand Registration will be treated by the Company pursuant to Section 2.3(a) as an Underwritten Offering Demand, and (ii) if the principal stockholders Demand Registration does not relate to an underwritten offering, then the Company may file a prospectus or post-effective amendment, as applicable, to include in the Automatic Shelf Registration Statement the Registrable Securities to be registered in the Demand Registration (in the case of clause (ii), such prospectus or post-effective amendment together with such previously filed Automatic Shelf Registration Statement will be considered the Demand Registration Statement). (c) If the Demand Registration relates to an underwritten offering, the Demand Representative, on behalf of the Company Holders, will have the right to determine the structure of the offering and negotiate the terms of any underwriting agreement as they relate to the Holders, including the number of shares to be obligated sold (if not all shares offered can be sold at the highest price offered by the underwriters), the offering price and underwriting discount. The Demand Representative will also have the right to escrow determine the underwriters (and their shares of capital stock of roles) in the offering; provided that such underwriters are reasonably acceptable to the Company. The Company will coordinate with the Demand Representative in connection with the fulfillment of its responsibilities pursuant to Section 2.6 and will be entitled to rely on the authority of the Demand Representative to act on behalf of all Holders with respect to the offering. (d) Promptly upon receiving a Demand Notice, the Company shall cause provide the Holders with a form of Notice and Questionnaire (the “Notice and Questionnaire”) to be completed by each Holder desiring to have any of such Holder’s Registrable Securities included in the Demand Registration Statement. Prior to receiving a Demand Notice, the Company will also provide its then current form of Notice and Questionnaire to any Holder upon request. The Notice and Questionnaire shall solicit information from each Holder regarding the number of Registrable Securities such Holder desires to include in the Demand Registration Statement and such other information relating to such Holder as the Company determines is reasonably required in connection with the Demand Registration Statement, including, without limitation, all information relating to such Holder required to be included in the Demand Registration Statement or that may be required in connection with applicable FINRA or other regulatory filings to be made in connection with the Demand Registration Statement. The Company will not be required to file a Demand Registration Statement until it has received duly completed and executed Notice and Questionnaires from all Holders who participated in the Demand Notice (unless otherwise requested by the Demand Representative). The Company will include in the Demand Registration Statement any Registrable Securities requested to be included by any Holder who has delivered a duly completed and executed Notice and Questionnaire at least 10 days prior to the anticipated effectiveness of the Demand Registration Statement. (e) Notwithstanding the foregoing, the Company shall not be obligated to file a Demand Registration with respect to the Registrable Securities of any Holder during a period when such Holder is prohibited from selling its Registrable Securities or filing a registration statement or post-effective amendment filed with respect thereto pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or postlock-effective amendment. The Holders shall only use the prospectuses provided up agreements entered into in connection with any prior underwritten offering conducted by the Company on its own behalf or on behalf of selling stockholders, unless such Holder has obtained the consent of the counterparties to sell the Registrable Securities covered such lock-agreements. The Demand Representative may revoke a Demand Notice at any time by providing written notice of such registration statement, and will immediately cease revocation to use any prospectus furnished by the Company if and, for purposes of determining the number of Demand Registrations and Underwritten Offering Demands to which the Holders are entitled, a Demand Notice that was revoked will not count as a Demand Registration unless such revocation occurs after the Company advises has filed a Demand Registration Statement relating to the Holder that Demand Notice and the Company does not sell any shares of Common Stock for its own account pursuant to such prospectus may no longer be used due to a material misstatement or omissionDemand Registration Statement.

Demand Registration Rights. (a) The CompanyFollowing the date that is eighteen (18) months after the date hereof and upon receipt of a written request from a Holder (such Holder, upon written demand together with its Affiliates, the “Exercising Holder”) requesting that the Company effect a registration (a “Demand NoticeRegistration”) under the Securities Act covering the registration of the Majority Holders, agrees to register on one occasion some or all of the Registrable Securities. On such occasion, and which notice shall specify the number of Registrable Securities for which registration is requested and the intended method or methods of distribution thereof, the Company will shall use reasonable efforts to, as soon as reasonably practicable, after receipt of such written request, file with the SEC and use reasonable efforts to cause to be declared effective, a registration statement or (a post-effective amendment “Demand Registration Statement”) relating to the Registration Statement covering all of the Registrable Securities within fortythat the Company has been so requested to register for sale, to the extent required to permit the disposition (in accordance with the intended method or methods of distribution thereof) of the Registrable Securities so registered. (b) If the Demand Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises the Company and the Exercising Holder that, in its reasonable opinion, the number of Registrable Securities requested to be included in the Demand Registration (including securities to be sold by the Company or any other security holder, including any Holders other than the Exercising Holder (such Holders, the “Non-Exercising Holders”) exceeds the largest number of securities which reasonably can be sold in such offering without having a material adverse effect on such offering, including the price at which such securities can be sold (the “Maximum Offering Size”), then the Company shall include in such Demand Registration, up to the Maximum Offering Size, first, the Registrable Securities the Exercising Holder proposes to register, second, the Registrable Securities any Non-Exercising Holder proposes to register, and third, any securities the Company proposes to register and any securities with respect to which any other security holder has requested registration. The Company shall not hereafter enter into any agreement which is inconsistent with the rights of priority provided in this Section 2.1(b). (c) The Holders shall be entitled to an aggregate of (i) not more than three (3) registrations of Registrable Securities pursuant to this Section 2.1 during the period beginning on the Closing Date and ending on the five year anniversary of the Closing Date (45the “Initial Registration Period”), and (ii) days after receipt following the Initial Registration Period, the number of registrations of Registrable Securities pursuant to this Section 2.1 equal to the difference between (x) four (4) and (y) the number of registrations of Registrable Securities pursuant to this Section 2.1 effected during the Initial Registration Period; provided, that a Demand Notice and use its Reasonable Best Efforts registration requested pursuant to this Section 2.1 shall not be deemed to have been effected for purposes of this Section 2.1(c) unless (A) it has been declared effective by the SEC, (B) it has remained effective for the period set forth in Section 2.4(a) and (C) the offering of Registrable Securities pursuant to such registration statement is not subject to any stop order, injunction or post-effective amendment declared effective as soon as possible thereafterother order or requirement of the SEC; provided, however, that in the event the Exercising Holder revokes a Demand Registration request (which revocation may only be made prior to the Company requesting acceleration of effectiveness of the registration statement) then such Demand Registration shall count as having been effected unless the Exercising Holder pays all Registration Expenses in connection with such revoked Demand Registration within seven (7) days of written request therefor by the Company. (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof prepare and either: file (i) the Holder has elected to participate more than one (1) Demand Registration Statement in the offering covered by such registration statement any twelve-month period, or (ii) if such registration statement relates any Demand Registration Statement within one hundred and eighty (180) days following the date of effectiveness of any other Registration Statement. (e) A Demand Registration requested pursuant to an underwritten primary offering of securities this Section 2.1 shall not be deemed to have been effected unless the Demand Registration Statement relating thereto (i) has become effective under the Securities Act and the Registrable Securities of the Company, until the offering covered by Holder included in such registration statement Demand Registration Statement have actually been sold thereunder and (ii) has been withdrawn or until thirty (30) days after such offering is consummated. The demand remained effective for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to at least that specified in Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s2.4(a); provided, however, that in no event if after any Demand Registration Statement requested pursuant to this Section 2.1 becomes effective, such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court solely due to the actions or omissions to act of the Company, such Demand Registration Statement shall be at the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders sole expense of the Company to and shall not be obligated to escrow their shares of capital stock included as one of the Company. The Company shall cause any registration statement or post-effective amendment filed Demand Registrations which may be requested pursuant to the demand right granted under this Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission2.

Demand Registration Rights. At any time and from time to time on or after (aA) The Companythe Effective Date, the shares of Common Stock (including the shares of Common Stock issued or issuable upon written demand the exercise of any Warrants, or upon the conversion of any Assurance Escrow Shares), the Private Units (“Demand Notice”including the underlying shares of Common Stock and the shares of Common Stock issued or issuable upon the exercise of any Warrants), the Units included in the Unit Purchase Option (and underlying shares of Common Stock, including the shares of Common Stock issued or issuable upon the exercise of any Warrants), if any, and Loan Securities; (B) the lapse of the Majority HoldersLock-up Period of the Lock-up Shares; or (C) three months prior to the earlier of (i) the initial Release Date with respect to all other Registrable Securities, agrees (ii) with respect to register the Investor, the date on one occasion which the restrictions on transfer will lapse under the Investor Lock-up Agreement entered into in connection with the Merger Agreement with respect to all of the Registrable Securities. On such occasionSecurities held by the Investor, but prior to the five-year anniversary of Effective Date, the Company will file holders of (y) a registration statement or a postmajority-effective amendment to the Registration Statement covering in-interest of the Registrable Securities held by the Investor, on the one hand, or (z) a majority-in-interest of the Lock-up Shares held by Company affiliates, on the other hand, as the case may be, and/or their respective transferees, may make a written demand, on no more than two occasions in any twelve month period, for registration under the Securities Act on Form S-1 (except if the Company is then eligible to register the Registrable Securities on Form S-3, then such registration shall be on Form S-3) of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, within forty-five (455) days after the receipt by the Company of such Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1. 1. Upon receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that Registration (a) the Company shall not be required agrees to comply file a Registration Statement with a Demand Notice if the Company has filed a registration statement Commission with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until Demand Registration not later than thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt by the Company of any such Demand Notice. Registration (the “Filing Deadline”) or (b) The if a Registration Statement with respect to the Registerable Securities has been previously declared effective, the Company shall bear all fees and expenses attendant use its commercially reasonable efforts to registering keep such Registration Statement continuously effective under the Securities Act until such time as there are no Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securitiesoutstanding. The Company agrees to use its Reasonable Best Efforts pay the Investor a cash penalty of $25,000 per day (x) for each day beyond the Filing Deadline for which it has failed to qualify or register file such Registration Statement with the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction Commission or (iiy) if a Registration Statement with respect to the principal stockholders of Registerable Securities has previously been declared effective, for each day that such Registration Statement is not continuously effective under the Company to be obligated to escrow their shares of capital stock of the CompanySecurities Act, until such time as there are no Registerable Securities outstanding. The Company shall cause any registration statement or post-effective amendment filed pursuant not be obligated to effect more than an aggregate of two (2) Demand Registrations per calendar year under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from foregoing, the effective date of such registration statement or post-effective amendment. The Holders shall only use Underwriter and its related persons may not have more than one Demand Registration at the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionCompany’s expense.

Demand Registration Rights. (a) 2.1 The CompanyCompany hereby grants to the Stockholders, upon written demand (“Demand Notice”) and to each of them, the right to require the Company to use its best efforts to cause the registration for sale in a public offering of all or a portion of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Stockholders’ Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafterin accordance with this Section 2; provided, however, that the Company shall not have any obligation to effect more than a total of one (1) effective registration pursuant to this Section 2. If the Company shall have received a written request submitted by one or more Stockholders owning at least a majority of the Registrable Securities outstanding (assuming for purposes of such calculation the conversion of all Series A Preferred and exercise of all Warrants in each case then constituting Registrable Securities) at the time of such request (the “Requisite Holders”) that such Stockholders desire to have the Company register Registrable Securities for sale and specifying the number of Registrable Securities proposed to be required sold (for the purposes of this Section 2, together with the Registrable Securities referred to comply with a Demand Notice if in subsection 2.1.2 below, “Covered Securities”), which request shall in no event cover less than 25% of the Registrable Securities (assuming for purposes of such calculation the conversion of all Series A Preferred and exercise of all Warrants in each case then constituting Registrable Securities), and the proposed plan for distribution of the Covered Securities, the Company will: 2.1.1 Give prompt (but in any event within fifteen (15) days after the receipt of the Requisite Holders’ notice) notice to all other Stockholders of such request and of such other Stockholders’ rights to have their Registrable Securities included in such registration. 2.1.2 Upon the request of any such Stockholder made within fifteen (15) days after the receipt by such Stockholder of the notice given pursuant to subsection 2.1.1 (which request shall specify the Registrable Securities intended to be included in such registration by such Stockholder and the intended method or methods of disposition thereof), the Company will use its reasonable best efforts to effect the registration of all Covered Securities which the Company has filed a registration statement with respect been so requested to which the Holder is entitled to piggyback registration rights register pursuant to this Section 8.3 hereof 2.1. 2.1.3 Prepare and either: (i) the Holder has elected to participate file as soon as practicable, but in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until no event later than thirty (30) days after from the Company’s receipt of the last Stockholder’s request to have such offering Stockholder’s Registrable Securities included in such registration within the time period specified in Section 2.1.2, a registration statement under the Securities Act (inclusive of the Prospectus included therein, all supplements and amendments thereto, and all exhibits and materials incorporated by reference therein, a “Registration Statement”) with the Securities and Exchange Commission (“Commission”) on Form S-1 (or Form S-3, if the Company is consummated. The demand entitled to use such form, or other appropriate forms available for registration use by the Company) and use its reasonable best efforts to cause such Registration Statement to become effective in order that the Stockholders may sell the Covered Securities in accordance with the proposed plan of distribution. 2.1.4 Prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith including any preliminary prospectus or supplemental or amended prospectus (a “Prospectus”) as may be made at necessary to keep such Registration Statement continuously effective and to comply with the provisions of the Securities Act with respect to the offer of the Covered Securities during the period required for distribution of the Covered Securities, which period shall not be in excess of the earlier of (i) two years from the effective date of such Registration Statement and (ii) the sale or other disposition of all Covered Securities covered by such Registration Statement. 2.1.5 Furnish to each Stockholder such number of copies of the Prospectus (including any time during preliminary prospectus or supplemental or amended prospectus) as such Stockholder may reasonably request in order to facilitate the sale and distribution of the Covered Securities. 2.1.6 Notwithstanding the foregoing, if the Company shall furnish to each Stockholder 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 would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, the Company shall have the right to defer such filing for a period of four years beginning one not more than sixty (160) year from the Base Date. The Company covenants and agrees to give written notice of its days after receipt of any Demand Notice by any Holder(s) to all other registered Holders the request of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s)Stockholder; provided, however, that in no event shall the Company be required may not utilize this right with respect to register the Registrable Securities a request under Section 2 more than once in a state in which such registration would cause any twelve (i12) month period. 2.2 The right of each Stockholder to require the Company to register Covered Securities pursuant to the provisions of this Section 2 shall be obligated subject to register, license or qualify the condition that if a request for registration is made within sixty (60) days prior to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock conclusion of the Company. The ’s then current fiscal year, the Company shall cause any registration statement or post-effective amendment filed pursuant have the right to delay the demand right granted under Section 8(a) to remain effective for a period filing of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by Registration Statement until the Company files with the Commission its audited financial statements for such fiscal year. 2.3 If the Requisite Holders intend to sell distribute the Registrable Securities covered by the notice pursuant to Section 2.1 by means of an underwriting, the Requisite Holders shall so advise the Company as a part of the notice made pursuant to Section 2.1 and provide the name of the managing underwriter or underwriters that the Requisite Holders propose to engage in connection with the proposed public offering. If the managing underwriter of such underwritten offering shall inform the Company and the Stockholders requesting that their Covered Securities be registered pursuant to this Section 2 by letter of its belief that the amount of Covered Securities requested to be included in such registration statementexceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to the Requisite Holders, then the Company will include in such registration such amount of Covered Securities which the Company is so advised can be sold in (or during the time of) such offering pro rata on the basis of the amount of such Covered Securities so proposed to be sold and will immediately cease so requested to use any prospectus furnished be included by the Company respective Stockholders. 2.4 A registration shall not be deemed to have been effected (i) unless it has become effective and remained effective for the period specified in subsection 2.1.4, (ii) if, after it has become effective, such registration is terminated by a stop order, injunction or other order of the Commission or other governmental agency or court, or (iii) if the Company advises conditions to closing specified in any purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied for any reason, other than as a result of the Holder that voluntary termination of such prospectus may no longer offering by the Requisite Holders or any failure by the Requisite Holders to satisfy or perform the conditions or covenants on their part to be used due to a material misstatement satisfied or omissionperformed.

Demand Registration Rights. (a) The CompanyCommencing 180 days after the Initial Public Offering, upon a Qualified Holder shall have the right by delivering a written demand notice to the Trust (the “Demand Notice”) to require the Trust to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasionSecurities Act, the Company will file a registration statement or a post-effective amendment number of Registrable Securities requested to be so registered pursuant to the Registration Statement covering the Registrable Securities within forty-five terms and conditions set forth in this Agreement (45) days after a “Demand Registration”). Following receipt of a Demand Notice and for a Demand Registration, the Trust shall use its Reasonable Best Efforts reasonable best efforts to have file a Registration Statement as promptly as practicable, but not later than 45 days after such registration statement or post-effective amendment Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as possible thereafter; provided, however, that practicable after the Company filing thereof. Each Principal Unitholder shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights a maximum of one Demand Registration, which, if such Demand Registration has not been exercised, may be transferred to any of such Principal Unitholder’s successors or assigns who becomes a Qualified Holder pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s9(d); provided, however, that no such succession or assignment shall have the effect of increasing the number of Demand Registrations to be performed by the Trust with respect to the Registrable Securities held by such Principal Unitholder. Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur during any six-month period (measured from the Company effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Trust; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 2(a), in which case the Demanding Qualified Holders shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Trust of a Demand Notice, the Trust shall give written notice (the “Notice”) of such Demand Notice to all other Qualified Holders and shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities held by such Qualified Holders with respect to which the Trust received written requests for inclusion therein within ten (10) days after such Notice is given by the Trust to such holders. All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof. The Trust shall be required to register maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of ninety (90) days after the effective date thereof or, in the case of a Shelf Registration Statement, the Effectiveness Period; provided, however, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in a state in which such registration would cause at the request of (i) an underwriter of the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction Trust or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed Trust pursuant to the demand right granted under Section 8(athis Agreement. (b) to remain effective for a period If any of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total amount of securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in the Registration Statement pursuant to incidental or piggyback registration rights), then the amount of securities to be offered (i) for the account of Demanding Qualified Holders and (ii) for the account of all such other persons (other than the Demanding Qualified Holders) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Trust requested to be included by such other persons and then, if necessary, reducing the Registrable Securities requested to be included by the Demanding Qualified Holders, pro rata among such security holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such security holders. In connection with any Demand Registration to which the provisions of this subsection (b) apply, no securities other than Registrable Securities shall be covered by such registration statementDemand Registration except as provided in subsection 2(b)(ii) hereof, and will immediately cease such registration shall not reduce the number of available registrations with respect to use the Qualified Holders under this Section 2 in the event that the Registration Statement excludes more than 25% of the aggregate number of Registrable Securities that the Demanding Qualified Holders requested be included. (c) The Trust shall be entitled to postpone (but not more than once in any prospectus furnished 12-month period), for a reasonable period of time not in excess of 90 days, the filing of a Registration Statement if the Trust delivers to the Demanding Qualified Holders a certificate signed by the Company if Trust certifying that, in its good faith judgment, it would be detrimental to the Company advises Trust and its unitholders for such Registration Statement to be filed and it is therefore beneficial to defer the Holder filing of such Registration Statement. If the Trust shall so postpone the filing of a Registration Statement, the Demanding Qualified Holders shall have the right to withdraw the request for registration by giving written notice to the Trust within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered thereto, and in the event of such withdrawal, such request shall not reduce the number of available registrations with respect to the Qualified Holders under this Section 2. (d) Whenever the Trust shall effect a Demand Registration pursuant to this Section 2 in connection with an underwritten offering, no securities other than Registrable Securities shall be included among the securities covered by such Demand Registration unless (i) the managing underwriter of such offering shall have advised each holder of Registrable Securities requesting such registration in writing that it believes that the inclusion of such prospectus may no longer be used due to other securities would not adversely affect such offering or (ii) the inclusion of such other securities is approved by the affirmative vote of the holders of at least a material misstatement or omissionmajority of the Registrable Securities included in such Demand Registration by the Demanding Qualified Holders.

Demand Registration Rights. (a) The Company, upon written demand (“Demand Notice”) At any time and from time to time after the expiration or waiver of the Majority Holdersunderwriter lock-up period applicable to the Initial Public Offering, agrees Holdings shall have the right to register on one occasion all of the Registrable Securities. On such occasion, request that the Company will file a registration statement under the Securities Act for a firm commitment underwritten public offering of Registrable Securities, so long as the anticipated gross proceeds of such underwritten offering are not less than $50,000,000 or a post-effective amendment such lesser amount if Holdings is proposing to sell all of the Registration Statement covering the remaining Registrable Securities within forty-five (45) days after Securities. Upon receipt of a Demand Notice and any request for registration pursuant to this Section 2.1, the Company shall use its Reasonable Best Efforts reasonable best efforts to have file a registration statement and cause such registration statement or post-effective amendment to be promptly declared effective as soon as possible thereafter; provided, however, that under the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement Securities Act with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand NoticeSecurities. (b) The Holdings may withdraw its Registrable Securities from a demand registration at any time prior to the effectiveness of the applicable registration statement. Upon delivery of a notice by Holdings to such effect, the Company shall bear cease all fees and expenses attendant efforts to registering secure effectiveness of the Registrable Securities applicable registration statement. (c) If the Company is advised in writing in good faith by any managing underwriter of the securities being offered pursuant to any registration statement under this Section 8.2(a)2.1 that, but in its opinion, because of marketing considerations, the Holders number of shares to be sold is greater than the number of such shares that can be offered without adversely affecting the offering, then the equity securities proposed to be included in such registration shall pay all any and all underwriting commissions and the expenses of any legal counsel selected be reduced to a number deemed satisfactory by the Holders to represent them such managing underwriter in connection accordance with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause following priorities: (i) the Company all shares properly sought to be obligated registered by any Person under Section 2.1(a) of this Agreement shall be registered first pro rata on the basis of the relative number of Registrable Securities then held by such Persons (provided that any securities thereby allocated to register, license or qualify to do business any such Person that exceed such Person’s request will be reallocated among the remaining requesting Persons in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or like manner) and (ii) all shares properly sought to be registered by any Person under Section 2.2(a) of this Agreement shall be registered second pro rata on the principal stockholders basis of the relative number of Registrable Securities then held by such Persons (provided that any securities thereby allocated to any such Person that exceed such Person’s request will be reallocated among the remaining requesting Persons in like manner). (d) It is a condition precedent to the obligations of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause take any registration statement or post-effective amendment filed action pursuant to the demand right granted under this Section 8(a) 2.1 that Holdings furnish to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell such information regarding itself, the Registrable Securities covered held by it and the intended method of disposition of such securities as shall be reasonably and customarily required to effect the registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionof its Registrable Securities.

Demand Registration Rights. (a) The At any time after the Warrants become exercisable in accordance with their terms, and upon thirty (30) days' prior written notice to the Company, upon Initiating Holders may make written demand (“Demand Notice”) requests for a total, in the aggregate, of not more than three registrations under the Majority Holders, agrees to register on one occasion all Securities Act for at least 10% of the Registrable SecuritiesSecurities then outstanding which are not then subject to an effective Registration Statement (each a "Demand Registration"). On such occasion, the The Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts best efforts to have such registration statement or post-effective amendment declared effective effect each Demand Registration as soon as possible thereafter; providedpracticable after the expiration of such thirty (30) days, however, provided that the Company shall not be required to comply with effect more than one Demand Registration for Initiating Holders in any twelve (12) month period, and further provided that the Company shall not be obligated to file a registration statement relating to any Demand Registration under this Section 4(a) if counsel to the Company renders an opinion, in form and substance reasonably satisfactory to the Initiating Holders requesting such Demand Registration, to the effect that registration is not required for the proposed transfer of Registrable Securities or if either (i) the proposed transfer of Registrable Securities is the subject of an effective Registration Statement which is current under the Securities Act or (ii) a post-effective amendment to an existing registration statement would be sufficient for such proposed transfer. Each request for a Demand Notice Registration will specify the number of shares of Registrable Securities proposed to be sold by the Initiating Holders requesting the Demand Registration and will also specify the intended method of disposition thereof. Upon receipt of a request for a Demand Registration, the Company shall give prompt written notice to all other Holders of the proposed registration and of such Holders' rights to include Registrable Securities in such registration, and each such Holder shall within ten (10) days after the receipt of any such notice notify the Company in writing of the number of shares of Registrable Securities it proposes to include in such registration. Unless the Initiating Holders requesting the Demand Registration shall consent in writing, no other party, including the Company (but excluding another Holder), shall be permitted to offer securities under any such Demand Registration. The Company may delay filing the registration statement relating to any Demand Registration under this Section 4(a) for not more than 90 days if (i) the Company has filed filed, or has taken substantial steps toward filing, a registration statement relating to the sale of any of the Company's securities (the "Company Securities") in an Underwritten Offering and the managing underwriter is of the opinion that the filing of a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in Demand Registration would adversely affect the offering covered by such registration statement the Company of Company Securities, or (ii) if such the Board of Directors of the Company determines in good faith, by resolution, that the filing of a registration statement relates to an underwritten primary offering of securities of the Companywould, until the offering covered by such registration statement has been withdrawn if not so deferred, materially and adversely affect a then proposed or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Noticepending financial project, acquisition, merger or corporate reorganization. (b) The Company shall bear all fees A registration will not count as a Demand Registration unless and expenses attendant to registering until it has become effective. (c) If the Initiating Holders who have requested a Demand Registration so elect, the offering of such Registrable Securities pursuant to Section 8.2(a)such Demand Registration shall be in the form of an Underwritten Offering. In such event, but if the managing underwriter or underwriters of such offering advises the Company and such Initiating Holders shall pay all any and all underwriting commissions and in writing that in their reasonable opinion the expenses aggregate amount of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities requested to be included in such states as are reasonably requested by offering is more than can be sold without materially and adversely affecting the Majority Holder(s); providedsuccess of such offering, however, that in no event shall the Company be required to register the will include in such registration only such aggregate amount of Registrable Securities which in a state the reasonable opinion of such managing underwriter or underwriters can be sold without any such material adverse effect, and such securities shall be allocated among the holders of Registrable Securities pro rata based on the number of Registrable Securities requested to be included in which such registration would cause by Holders. (id) If any Demand Registration is in the Company form of an Underwritten Offering, the Initiating Holders requesting such Demand Registration will select and retain the investment banker or investment bankers and manager or managers that will administer the offering; provided that such investment bankers and managers must be reasonably satisfactory to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.

Demand Registration Rights. (a) The CompanyFollowing the Effective Date, upon Traxis and its Transferees shall have the right to require the Company to file a Registration Statement under the Securities Act, covering all or any part of its Registrable Securities, by delivering a written demand (notice thereof to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. Such request pursuant to this Section 2.01 is referred to herein as the “Demand Notice”) of Registration Request,” the Majority Holdersregistration so requested is referred to herein as the “Demand Registration,” and the party making such request is referred to as the “Demanding Party.” As promptly as practicable, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days but no later than ten Business Days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; providedRegistration Request, however, that the Company shall not give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to all other Holders of Registrable Securities issued to Traxis pursuant to the Purchase Agreement. Under no circumstances shall the Company be required obligated to comply effect (i) more than an aggregate of ten (10) Demand Registrations under this Section 2.01 with respect to any or all of the Registrable Securities held by Traxis or its Transferees and (ii) a Demand Notice Registration at any time that Traxis and its Transferees owns Registrable Securities that represent less than 7.5% of the Outstanding Common Stock. In all instances, the Demanding Party and the Company shall cooperate in good faith regarding a Demand Registration Request should the Company have any planned offering(s), or if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights effected an offering of its Equity Interests (other than pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities a Registration Statement on Form S-8), within six months of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period delivery of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand NoticeRegistration Request. (b) The Company shall bear all fees and expenses attendant use its reasonable best efforts to registering include in the Demand Registration the Registrable Securities requested to be included therein by the Demanding Party and by any other Holders of Registrable Securities issued to Traxis pursuant to Section 8.2(athe Purchase Agreement that shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such other Holder) within 30 days after the receipt of the Demand Exercise Notice. (c) The Company shall use its reasonable best efforts to (i) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested by the Demanding Party and if the Company is then eligible to effect such a registration on Form S-3 or on any successor to Form S-3) of the Registrable Securities which the Company has been so requested to register by the Demanding Party and the other Holders of Registrable Securities issued to Traxis pursuant to the Purchase Agreement (to the extent permitted to be registered in accordance with the terms hereof), but for distribution in accordance with the Holders intended method of distribution described in the Demand Registration Request, and (ii) if requested by the Demanding Party, obtain acceleration of the effective date of the Registration Statement relating to such registration. (d) If a requested registration pursuant to this Section 2.01 involves an underwritten offering, the Demanding Party shall pay all have the right to select an investment banker or bankers of nationally recognized standing to administer the offering; provided, however, that such investment banker or bankers shall be reasonably satisfactory to the Company. The Company shall notify the Demanding Party if the Company objects to any and all underwriting commissions and the expenses of any legal counsel investment banker or manager selected by the Demanding Party pursuant to this Section 2.01(d) within ten (10) Business Days after the Demanding Party has notified the Company of such selection. (e) Notwithstanding anything to the contrary in this Section 2.01: (i) If the managing underwriter of any underwritten Public Offering shall advise the Demanding Party that the Registrable Securities covered by the Registration Statement cannot be sold in such offering within a price range acceptable to the Demanding Party, then the Demanding Party shall have the right to notify the Company that it has determined that the Registration Statement be abandoned or withdrawn with respect to its Registrable Securities, in which event the Company shall abandon or withdraw such Registration Statement and notify all other Holders participating in such Demand Registration. (ii) If a majority of the Board determines in good faith that a Disadvantageous Condition exists, the Company shall, notwithstanding any other provision of this Article II, be entitled, upon the giving of a written notice (a “Delay Notice”) to represent them such effect to each Holder of Registrable Securities included or to be included in connection with such Registration Statement, to delay the sale filing of such Registration Statement until, in the judgment of a majority of Board, such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Holders of the Registrable Securities. The Company agrees Securities with respect to use its Reasonable Best Efforts which any such Registration Statement was to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(shave been filed); provided, however, that in no event such delay shall not exceed a period of one-hundred twenty (120) days from the date on which the Demand Registration Request is received by the Company; and provided, further, that the Company shall not exercise its right to delay the filing of any Registration Statement unless such delay is also applied to any other holder of registration rights. (f) In connection with any Demand Registration Request involving an underwritten offering, if the managing underwriter shall advise the Company that, in its view, the number of securities (including the Registrable Securities) that the Holders, the Company and any other Person intend to include in such registration exceeds the largest number of securities which can be required sold in such offering at a price reasonably acceptable to register the Demanding Party (the “Demand Registration Maximum Offering Size”), then the Company will include in such registration, in the following priority, up to the Demand Registration Maximum Offering Size: (i) first, the Registrable Securities requested to be included in a state in which such registration would cause pursuant to this Section 2.01; if the number of Registrable Securities requested to be included exceeds the Demand Registration Maximum Offering Size, then the Registrable Securities to be included in such registration shall be allocated pro rata among the Holders requesting registration based on the number of securities duly requested to be included in such registration by each such Holder; and (ii) second, the Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares requested to be registered pursuant to Section 2.02; if the Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares, together with the Registrable Securities requested to be included in such registration pursuant to this Section 2.01, exceed the Demand Registration Maximum Offering Size, then the Underlying Common Shares, the Backstop Shares and Utilization Fee Shares to be included in such registration shall be allocated pro rata among the Investors based on the number of Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares requested to be included in such registration by each Investor; and (iii) third, the securities requested to be included in such registration by the Pre-IPO Holders; and (iv) fourth, the securities to be offered by the Company; and (v) fifth, all other securities requested by any other Person to be included in such registration (pursuant to contractual registration rights or otherwise). (g) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.01 with respect to the Registrable Securities during the period starting with the date 30 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 2.02 hereof. (h) The Company shall not have any obligation hereunder to register any Registrable Securities under this Section 2.01 unless it shall have received requests from a Demanding Party to register shares of Common Stock having an aggregate market valuation, based on the most recent closing price of the Common Stock at the time of the demand, of $20.0 million. (i) No registration of Registrable Securities under this Section 2.01 shall relieve the Company of its obligations (if any) to be obligated to register, license or qualify to do business in such state, submit to general service effect registrations of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed Registrable Securities pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement 2.02 or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionSection 2.12.

Demand Registration Rights. (a) The CompanyAt any time and from time to time from and after the expiration of any lock-up to which a Principal Holder is subject, upon any Principal Holder (the “Demanding Holder”) may, subject to the limitations of this Article 2, request the Company to prepare and to file with respect to all or any portion of the Registrable Securities held by such Demanding Holder (a “Long-Form Demand Registration”) a Long-Form Prospectus under applicable Securities Laws and take such other steps as may be necessary to facilitate a secondary offering in Canada by giving written demand notice of such Long-Form Demand Registration to the Company and the other Principal Holders (if applicable) (the “Demand Notice”). At any time the Company is eligible to use a Short-Form Prospectus, a Demanding Holder may use its right to make a Demand Notice under this Section 2.1(a) to request the Company to prepare and to file with respect to all or any portion of the Registrable Securities held by such Demanding Holder a Short-Form Prospectus (a “Short-Form Demand Registration” and, together with a Long-Form Demand Registration, a “Demand Registration”) under applicable Securities Laws and take such other steps as may be necessary to facilitate a secondary offering in Canada. (b) If a Principal Holder who is not a Demanding Holder pursuant to an issued Demand Notice wishes to participate with the Demanding Holder in the Demand Registration (an “Additional Demanding Holder”), then such Additional Demanding Holder shall notify the Demanding Holder and the Company, in writing, of such intention (the “Additional Demand Notice”) within five (5) Business Days of receipt of the Demand Notice (provided that if such Distribution is to be effected as a bought deal, such Additional Demanding Holder shall respond consistent with the time periods typical for transactions of that nature). The Additional Demand Notice shall state the number of Registerable Securities that the Additional Demanding Holder wishes to sell in the Demand Registration, and for the purposes hereof, the Additional Demanding Holder, together with the initial Demanding Holder, shall be deemed to be the “Demanding Holder” and an Additional Demand Notice, together with the initial Demand Notice shall be deemed to be the “Demand Notice” given at the time of such Additional Demand Notice. (c) The Company shall, subject to the limitations of this Article 2 and applicable Securities Laws, use commercially reasonable efforts to as expeditiously as reasonably practicable, but in any event no more than 45 days after the Company’s receipt of the Demand Notice, prepare and file a preliminary Prospectus under applicable Securities Laws and promptly thereafter take such other steps as may be necessary in order to effect the Distribution in Canada of all or any portion (as may be reduced pursuant to Section 2.3) of the Majority Holders, agrees to register on one occasion all Registrable Securities of the Registrable SecuritiesDemanding Holder requested to be included in such Demand Registration. On The Parties shall cooperate in a timely manner in connection with any such occasionDistribution and the procedures in Schedule “A” shall apply to such Distribution. (d) The Company shall not be obliged to effect a Demand Registration: (i) in the event the Board of Directors of the Company reasonably determines in its good faith judgment that either (A) the effect of the filing of a Prospectus would materially interfere with the ability of the Company to consummate a pending or proposed material financing, acquisition, corporate reorganization, merger or other material transaction involving the Company or would have a material adverse effect on the business of the Company, or (B) there exists at the time material non-public information relating to the Company the disclosure of which would be detrimental to the Company (each of (A) and (B) being a “Valid Business Reason”), then in either case, the Company Company’s obligations under this Section 2.1 will file be deferred for a registration statement or a post-effective amendment to period of not more than 90 days from the Registration Statement covering the Registrable Securities within forty-five (45) days after date of receipt of a the Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafterNotice; provided, however, that (i) the Company may not invoke its right to defer its obligations under this Section 2.1 more than twice in any consecutive 12-month period, (ii) the Company shall give written notice to the Demanding Holder (x) of its determination to postpone filing of the Prospectus and, subject to compliance by the Company with applicable Securities Laws, of the facts giving rise to the Valid Business Reason and (y) of the time at which it determines the Valid Business Reason to no longer exist, and (iii) the Company shall not qualify any securities offered by the Company for its own account during such period; (ii) in the case of a Long-Form Demand Registration, if the anticipated net aggregate offering price of the Registrable Securities to be qualified in connection with such Long-Form Demand Registration, including the value of any Subordinate Shares which may be included in the Distribution pursuant to Section 2.2, is less than US $15 million; (iii) in the case of a Short-Form Demand Registration, if the anticipated net aggregate offering price of the Registrable Securities to be qualified in connection with such Short-Form Demand Registration, including the value of any Subordinate Shares which may be included in the Distribution pursuant to Section 2.2, is less than US$10 million; (iv) for a Long-Form Prospectus if the Company is eligible to file a Short-Form Prospectus and the Company elects to file a Short-Form Prospectus for the applicable Registrable Securities instead; or (v) within 120 days of the date on which a receipt was issued for a Prospectus for securities of the Company in connection with a Demand Registration. (e) A Demand Notice shall: (i) specify the number of Registrable Securities that such Demanding Holder intends to offer and sell; (ii) express the intention of such Demanding Holder to offer or cause the offering of such Registrable Securities; (iii) describe the nature or methods of the proposed offer and sale thereof and the provinces and/or territories of Canada in which such offer shall be made; and (iv) contain the undertaking of such Demanding Holder to provide all such information regarding its holdings and the proposed manner of distribution thereof as may be required in order to permit the Company to comply with all Securities Laws. (f) In the case of a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights public offering initiated pursuant to this Section 8.3 hereof and either: (i) 2.1 that is expected to involve an underwriter, the Demanding Holder has elected to participate shall have the right, in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of consultation with the Company, until to select the offering covered by such registration statement has been withdrawn managing underwriter or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from underwriters to effect the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them Distribution in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); Demand Registration, provided, however, that in no event such selection shall the Company also be required satisfactory to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company, acting reasonably. The Company shall cause have the right to retain counsel of its choice to assist it in fulfilling its obligations under this Article 2. (g) The Company shall be entitled to include Subordinate Shares which are not Registrable Securities in any registration statement Demand Registration if the managing underwriter or post-effective amendment filed pursuant underwriters, acting reasonably, are of the view that to do so would facilitate the demand right granted under Distribution. Notwithstanding the foregoing, if the managing underwriter or underwriters shall impose a limitation on the number or kind of securities which may be included in any such Distribution because, in its reasonable judgment, the inclusion of securities requested to be included in such offering exceeds the number of securities which can be sold in an orderly manner in such offering at no less than the Minimum Price, then the Demanding Holder shall be obligated to include in such Distribution such portion of the Subordinate Shares that have been requested to be included in such Distribution as is determined in good faith by such managing underwriter or underwriters in the priority provided in Section 8(a2.3(a)(ii). (h) to remain effective for a period In the case of nine consecutive months from an underwritten Demand Registration, the effective date Demanding Holder and its representatives may participate in the negotiation of such registration statement or post-effective amendmentthe terms of any underwriting agreement. The Holders shall only use Such participation in, and the prospectuses provided by Company’s completion of, the underwritten Demand Registration is conditional upon each of the Demanding Holder and the Company agreeing that the terms of any underwriting agreement are satisfactory to sell the Registrable Securities covered by such registration statementit, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionin its reasonable discretion.

Demand Registration Rights. The Company covenants and agrees with Strasbourger and any other or subsequent Holders of the Registrable Securities (aas defined in paragraph (e) The Companyof this Section 10) that, upon written demand (“Demand Notice”request of the then Holder(s) of at least a majority of the Majority Holders, agrees to register on one occasion all aggregate of the Registrable Securities. On such occasionSecurities which were originally issued on the date hereof to Strasbourger or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file a registration statement or as promptly as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement covering or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities within forty-five for sale. Within fifteen (4515) days after receipt receiving any such notice, the Company shall give notice to the other Holders of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be required obligated to comply with a Demand Notice if any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: within ten (i10) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of days thereafter. No other securities of the CompanyCompany shall be entitled to be included in such Amendment, until the offering covered by such registration statement has been withdrawn Registration Statement or until thirty (30) days after such offering is consummatedOffering Statement. The demand Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for registration may be made at any time during a period of four two years beginning one (1thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) year from of the Base Date. The Company covenants Act and agrees any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to give written notice of its receipt of enable any Demand Notice by any Holder(s) to all other registered Holders of the Strasbourger Warrants and/or the Registrable Securities within ten days from the date to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of the receipt of any Shares to sell such Demand Notice. (b) Shares, during said two-year period. The Company shall bear all fees and expenses attendant to registering Holders may sell the Registrable Securities pursuant to Section 8.2(a)the Amendment, but Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale a majority of the Registrable Securities. The Company agrees Securities to use its Reasonable Best Efforts to qualify or register the Registrable Securities be included in such states as are reasonably requested by registration shall be entitled to select the Majority Holder(s); provided, however, that underwriter or managing underwriter (in no event shall the Company be required to register the Registrable Securities in case of a state in which such registration would cause (isyndicated offering) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionoffering.

Demand Registration Rights. (ai) Subject to the provisions hereof, any Holder or Holders may, at any for a period commencing on the Initial Exercise Date and terminating on the fifth anniversary of the Initial Exercise Date, request registration for resale under the Securities Act of all or part of the Shares (a “Demand Registration”) by giving written notice thereof to the Company (which request shall specify the number of Shares to be offered by each Holder and whether such Registration Statement shall be a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act). Subject to Section 5.b(v) below, upon receipt of such notice, the Company shall use commercially reasonable efforts (i) to file a Registration Statement (which shall be a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act if requested pursuant to the request of the Holders pursuant to the first sentence of this Section 4) registering for resale such number of Shares as requested to be so registered within 45 days in the case of a registration on Form S-3 (and 60 days in the case of a registration on Form S-1) after the request of the Holders therefor (such Registration Statement, a “Demand Registration Statement”) and (ii) to cause such Demand Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 4.01(a): (A) within 180 days after the effective date of a prior registration in respect of the Company’s Class A Common Stock (or, in the event that Holders were prevented from including any Shares requested to be included in a Piggyback Registration pursuant to Section 5(a), within 90 days after the effective date of such prior registration in respect of the Company’s Class A Common Stock). If permitted under the Securities Act, such Demand Registration Statement shall be one that is automatically effective upon filing. (ii) The Company, upon written demand (“Holders shall be entitled to request a total of one Demand Notice”) Registration. A Registration Statement shall not count as a permitted Demand Registration unless and until it has become effective and Holders are able to register at least 50% of the Majority Shares requested by the Holders to be included in such registration. A Demand Registration shall not count against the number of such registrations set forth in the immediately preceding sentence if (i) after the applicable Demand Registration Statement has become effective, such Demand Registration Statement or the related offer, sale or distribution of Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason attributable to the Company and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason attributable to the Company or for any reason not attributable to the selling Holder or Holders, agrees to register on one occasion and as a result of any such circumstances described in clause (i) or (ii), less than all of the Registrable Securities. On such occasionShares covered by the Demand Registration Statement are sold by the selling Holder or Holders pursuant to the Demand Registration Statement. (iii) If any of the Shares covered by a Demand Registration are to be sold in an underwritten offering, the Company will file and the Holders of a registration statement majority of such Shares shall mutually agree upon the selection of the managing underwriter or underwriters. If the Company and the Holders of a post-effective amendment majority of such Shares are unable to agree on the managing underwriter or underwriters within a reasonable amount of time, the Company and the Holders of a majority of such Shares shall each select a managing underwriter and such underwriters shall serve as joint managing underwriters in respect of such offering. (iv) Notwithstanding the foregoing, if the Board determines in its good faith judgment that the filing of a Demand Registration Statement (i) would be seriously detrimental to the Registration Statement covering Company in that such registration would interfere with a material corporate transaction or (ii) would require the Registrable Securities within fortydisclosure of material non-five public information concerning the Company that at the time is not, in the good faith judgment of the Board, in the best interests of the Company to disclose and is not, in the opinion of the Company’s counsel, otherwise required to be disclosed, then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental under clause (45i) or would require such disclosure under clause (ii); provided, however, that (x) the Company may not defer such filing for a period of more than 90 days after receipt of any demand by the Holders and (y) the Company shall not exercise its right to defer a Demand Notice Registration more than once in any 12-month period. The Company shall give written notice of its determination to the Holders to defer the filing and use of the fact that the purpose for such deferral no longer exists, in each case, promptly after the occurrence thereof. (v) Notwithstanding the foregoing, if the Board determines in its Reasonable Best Efforts good faith judgment that continuing offers and sales of Shares registered under a shelf Demand Registration Statement (i) would be seriously detrimental to the Company in that such offers and sales would interfere with a material corporate transaction or (ii) would require the disclosure of material non-public information concerning the Company that at the time is not, in the good faith judgment of the Board, in the best interests of the Company to disclose and is not, in the opinion of the Company’s counsel, otherwise required to be disclosed, then the Company shall have the right to require the selling Holder or Holders to suspend such offers and sales for the period during which such registration statement would be seriously detrimental under clause (i) or post-effective amendment declared effective as soon as possible thereafterwould require such disclosure under clause (ii); provided, however, that the Company total number of days that any such suspension may be in effect in any 180-day period shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Dateexceed 60 days. The Company covenants and agrees to shall give written notice of its receipt determination to the Holders to suspend the offers and sales and of the fact that the purpose for such suspension no longer exists, in each case, promptly after the occurrence thereof. (vi) Upon the date of effectiveness of any Demand Notice by any Holder(s) to all other registered Holders of Registration Statement for an underwritten offering and if such offering is priced promptly on or after such date, the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant use commercially reasonable efforts to registering keep the Registrable Securities pursuant to Section 8.2(a), but Demand Registration Statement effective until the Holders shall pay all any and all underwriting commissions and the expenses earlier of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) two years (in the Company to be obligated to register, license case of a shelf Demand Registration Statement) or qualify to do business 90 days (in such state, submit to general service the case of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (iiany other Demand Registration Statement) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities Registration Statement and (ii) such time as all of Shares covered by such registration statement, and will immediately cease Demand Registration Statement have been sold pursuant to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionDemand Registration Statement.

Demand Registration Rights. (a) The CompanySubject to the provisions hereof, upon written demand any Holder or group of Holders holding Registrable Securities constituting, convertible into or exercisable for, in the aggregate, no less than a majority of the total number of shares of Company Common Stock that constitute Registrable Securities (the “Demand NoticeHolders”) may, at any time from and after the date hereof, request registration for resale under the Securities Act of the Majority Holders, agrees to register on one occasion all or part of the Registrable Securities. On such occasion, Securities (a “Demand Registration”) by giving written notice thereof to the Company will file a registration statement or a post-effective amendment (which request shall specify the number of shares of Registrable Securities to the be offered by each Holder and/or its Designated Secured Lenders and whether such Registration Statement covering shall be a “shelf” Registration Statement under Rule 415 promulgated under the Registrable Securities Act). The Company shall give written notice of any request for a Demand Registration, which request complies with this Section 2.01(a), within forty-five (45) days after the receipt thereof, to each Holder who did not initially join in such request. Within 10 days after receipt of such notice, any such Holder may request in writing that all or part of its Registrable Securities be included in such Demand Registration, and the Company shall include in the Demand Registration the Registrable Securities of each such Holder requested to be so included, subject to the provisions of Section 2.01(c). Each such request shall specify the number of shares of Registrable Securities to be offered by such Holder and/or its Designated Secured Lenders. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. Subject to Section 2.01(c) below, upon receipt of a Demand Notice Registration notice in accordance herewith, the Company shall use reasonable best efforts (i) to file a Registration Statement (which shall be a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act if requested pursuant to the request of the Demand Holders pursuant to the first sentence of this Section 2.01(a)) registering for resale such number of Registrable Securities as requested to be so registered as promptly as reasonably practicable and use its Reasonable Best Efforts to have such in any event within 30 days, in the case of a registration statement on Form S-3, or post-effective amendment 45 days, in the case of a registration statement on Form S-1, after the request of the Demand Holders therefor (such Registration Statement, a “Demand Registration Statement”) and (ii) to cause such Demand Registration Statement to be declared effective by the SEC as soon promptly as possible reasonably practicable thereafter; provided. Notwithstanding the foregoing, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed effect a registration statement pursuant to this Section 2.01(a): (A) with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: securities that are not Registrable Securities; (iB) the Holder has elected to participate in the offering covered by such registration statement or during any Scheduled Black-Out Period; (iiC) if such registration statement relates to an underwritten primary the aggregate offering price of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities to be offered is less than $5,000,000, unless the Registrable Securities to be offered constitute all of the then-outstanding Registrable Securities; or (D) within ten 90 days from after the effective date of a prior Demand Registration Statement. If permitted under the receipt of any Securities Act, such Demand NoticeRegistration Statement shall be one that is automatically effective upon filing. (b) The Company Holders shall bear all fees be entitled to a total of three Demand Registrations. A Registration Statement shall not count as a permitted Demand Registration unless and expenses attendant until it has become effective and Holders are able to registering register at least 75% of the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected requested by the Holders to represent them be included in connection with such registration. A Demand Registration shall not count against the number of such registrations set forth in the second preceding sentence if (i) after the applicable Demand Registration Statement has become effective, such Demand Registration Statement or the related offer, sale or distribution of Registrable Securities thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason attributable to the Company and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Securities or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason attributable to the Company or for any reason not attributable to the selling Holder or Holders or their applicable Designated Secured Lenders, and as a result of any such circumstances described in clause (i) or (ii), less than all of the Registrable Securities. Securities covered by the Demand Registration Statement are sold by the selling Holder or Holders or their applicable Designated Secured Lenders pursuant to the Demand Registration Statement. (c) The Company agrees may include in a Demand Registration Statement shares of Company Common Stock for sale for its own account or for the account of other security holders of the Company. If such Demand Registration Statement is in respect of an underwritten offering and the managing underwriters of the requested Demand Registration advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock or other securities proposed to use its Reasonable Best Efforts to qualify be included in the Demand Registration Statement exceeds the number of shares of Company Common Stock or register other securities that can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the offering price per share) (such maximum number of shares, the “Maximum Number of Shares”), the Company will include in such Demand Registration Statement only such number of shares of Company Common Stock and other securities that in the reasonable opinion of the managing underwriters can be sold without materially delaying or jeopardizing the success of the offering (including the offering price per share), which shares of Company Common Stock and other securities will be so included in the following order of priority: (i) first, the Registrable Securities in such states as are reasonably of all Holders requested to be included therein, pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Majority Holder(s)Registrable Securities requested to be included by each such Holder; (ii) second, the shares of Company Common Stock and other securities the Company proposes to sell; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other person. (d) If any of the Registrable Securities covered by a Demand Registration are to be sold in an underwritten offering, the Company and the Investor Representative shall mutually agree upon the selection of the managing underwriter or underwriters. If the Company and the Investor Representative are unable to agree on the managing underwriter or underwriters within a reasonable amount of time, the Company and the Investor Representative shall each select a managing underwriter and such underwriters shall serve as joint managing underwriters in respect of such offering. (e) Notwithstanding the foregoing, if the Board determines in its good faith judgment that the filing of a Demand Registration Statement would require the disclosure of material non-public information concerning the Company that at the time is not, in the good faith judgment of the Board, in the best interests of the Company to disclose and is not, in the opinion of the Company’s counsel, otherwise required to be disclosed, then the Company shall have the right to defer such filing for the period during which such registration would require such disclosure; provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (ix) the Company may not defer such filing for a period of more than 45 days per notice, (y) the total number of days that any such deferrals may be in effect in any 12-month period shall not exceed 90 days in the aggregate, less (without duplication) the number of days during such 12-month period in which any suspensions pursuant to be obligated to registerSection 3.03(ii) are or have been in effect, license or qualify to do business in such state, submit to general service of process in such state or would subject and (z) the Company shall not exercise its right to taxation as defer a foreign corporation doing business Demand Registration more than three times in the aggregate in any 12-month period, less the number of suspensions pursuant to Section 3.03(ii) that are or have been in effect during such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company12-month period. The Company shall cause any registration statement or post-effective amendment filed pursuant give written notice of its determination to the demand right granted under Section 8(aHolders and any applicable Designated Secured Lenders to defer the filing and of the fact that the purpose for such deferral no longer exists, in each case, as promptly as reasonably practicable after the occurrence thereof. (f) The Company shall use reasonable best efforts to remain keep each Demand Registration Statement effective for until the earlier of (i) two years (in the case of a period shelf Demand Registration Statement) or 90 days (in the case of nine consecutive months any other Demand Registration Statement) from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell Demand Registration Statement and (ii) such time as all of the Registrable Securities covered by such registration statement, and will immediately cease Demand Registration Statement have been sold pursuant to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionDemand Registration Statement.

Demand Registration Rights. (a) The CompanyFrom and after the date that is 181 days after the Closing Date, upon the Purchaser shall have the right to make three written demand (“Demand Notice”) requests that the Company file with the SEC a Registration Statement on Form S-3 under the Securities Act covering the resale of all or a portion of the Majority HoldersInvestment Shares by the Purchaser; provided, agrees to register on one occasion all of the Registrable Securities. On such occasion, that the Company will not be required to file any Registration Statement if it is not then eligible to file registration statements under the Securities Act on a registration statement or Form S-3. The Company shall prepare and file with the SEC a post-effective amendment to the shelf Registration Statement covering the Registrable Securities within forty-five (45) days resale of all or a portion of the Investment Shares for an offering to be made on a continuous basis pursuant to Rule 415 as soon as reasonably practicable after receipt of a Demand Notice and the Company receives any such written demand for registration. The Company will use its Reasonable Best Efforts commercially reasonable efforts to have cause any such registration statement or post-effective amendment declared Registration Statement to become effective as soon as possible thereafterreasonably practicable after it is filed. The Registration Statement will provide for the resale of all or a portion of the Investment Shares by the Purchaser from time to time, and pursuant to any method or combination of methods legally available, by the Purchaser and permitted transferees hereunder; provided, howeverthat the Company will not be required to provide for the distribution of the Investment Shares by means of an underwritten public offering pursuant to this Section 7.4(a). The Company shall not be required to effect a registration pursuant to this Section 7.4 while any other Registration Statement filed pursuant to an exercise of the Purchaser’s registration rights provided for in this Section 7.4 is then effective or within six months of any registration initiated by the Company to make a bona fide, that primary and underwritten offering of equity securities. All fees and expenses incurred in connection with a registration pursuant to this Section 7.4(a), including all registration, qualification, printers’, accounting and Company counsel fees, will be borne by the Company. All fees and expenses of counsel to the Purchaser and any other expenses exclusive to the Purchaser, including brokerage commissions or fees, will be borne by the Purchaser. Notwithstanding anything contained herein to the contrary, the Company shall not be required to comply with file a Demand Notice if Registration Statement under this Section 7.4 unless at least 25% of the Investment Shares issued by the Company has filed a registration statement with respect to which on the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering Closing Date are covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand NoticeRegistration Statement. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.

Demand Registration Rights. (a) The CompanyDuring the Effective Period, upon the Holders representing a majority of the then outstanding Registrable Securities may request, by written demand notice to the Trustee (the “Demand Notice”) ), that the Trust effect the registration under the Securities Act of the Majority Holders, agrees number of Registrable Securities requested to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment be so registered pursuant to the Registration Statement covering the Registrable Securities within forty-five terms and conditions set forth in this Agreement (45) days after each a “Demand Registration”). Following receipt of a Demand Notice and for a Demand Registration, the Trustee shall use its Reasonable Best Efforts reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. All Demand Notices made pursuant to this Section 2 will specify the number of Registrable Securities to be registered, whether or not such Registration Statement should be a Shelf Registration Statement and the intended methods of disposition thereof. The Holders shall be entitled to a maximum of three (3) Demand Registrations, which shall include (i) any Demand Registrations for registration pursuant to a Shelf Registration Statement and (ii) any Demand Registrations that are transferred to a Transferee in accordance with Section 9(d). No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to Section 2(d). (b) In the event that any Demand Registration is transferred to a Transferee in accordance with Section 9(d), and such Transferee sends a Demand Notice to the Trustee, such Trustee will give notice to the other Holders of such Demand Registration. Such notice shall describe such securities and specify the form, manner and other relevant aspects of such proposed registration. Each Holder may, by written response delivered to the Trustee within twenty (20) days after the receipt by such Holder of any such notice, request that all or a specified part of the Registrable Securities held by such Holder be included in such Demand Registration (a “Piggyback Registration”). Such response shall also specify the intended method of disposition of such Registrable Securities. The Trustee thereupon will use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Trustee has been so requested to register by the Holders to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so registered. No registration of Registrable Securities of the Holders effected by Piggyback Registration under this Section 2(b) shall relieve the Trustee of any of its obligations to effect registrations of Registrable Securities of the Holders pursuant to, or reduce the total number of Demand Registrations to which the Holders continue to remain entitled under, Section 2(a). (c) If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other Holders of Registrable Securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (i) first, the securities for which inclusion in such Demand Registration for which the Demand Notice was submitted; and (ii) second, the securities for which inclusion in any Piggyback Registration for which a notice was submitted in accordance with this Agreement pro rata among the Registrable Securities requested to be included in such Piggyback Registration. (d) The Trustee shall use commercially reasonable efforts to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least ninety (90) days (or three years if a Shelf Registration Statement is requested) after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold or all Registrable Securities have ceased to be Registrable Securities; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration statement at the request of the Trust pursuant to this Agreement, except that with respect to a Shelf Registration Statement on Form S-3 that becomes effective automatically pursuant to Rule 462(e) under the Securities Act, such period may not be extended beyond three years after the effective date thereof or post-effective amendment declared effective such shorter or longer period as soon as possible thereaftermay be subsequently permitted by the SEC. (e) Notwithstanding the foregoing, if the Trustee shall furnish to the Holders requesting a registration pursuant to this Section 2 within thirty (30) days of receiving such request a certificate signed by the Trustee stating that in the good faith judgment of the Trustee it would be detrimental to the Trust and its unitholders for such Registration Statement to be filed and it is therefore beneficial to defer the filing of such Registration Statement, the Trustee shall have the right to defer such filing for up to two periods of not more than thirty (30) days each after receipt of each request of the Holders; provided, however, that the Company shall Trustee may not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: use this right more than once (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period total of nine consecutive months from the effective date of such registration statement or postup to sixty (60) days) in any twelve-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionmonth period.

Demand Registration Rights. (a) The CompanyRegistration Other Than on Form F-3. (i) Subject to the terms of this Agreement, upon written demand (“Demand Notice”) at any time after January 13, 2006, Holders representing a majority in voting power of the Majority Holders, agrees then outstanding Series A Registrable Securities may request the Company in writing to register on one occasion all effect the Registration of the any Registrable SecuritiesSecurities held thereby. On Upon receipt of such occasiona request, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities shall (i) promptly, and in any event within forty-five ten (4510) days Business Days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; providedwritten request, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) the proposed Registration to all other registered Holders of the Warrants and/or and (ii) use best efforts to cause, as soon as practicable, the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days after the Company's delivery of written notice, to be Registered and/or qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section SECTION 16.1. (a) (i). (ii) Subject to the terms of this Agreement, at any time after January 13, 2006, Holders representing a majority in voting power of the then outstanding Series B Registrable Securities may request the Company in writing to effect the Registration of any Registrable Securities held thereby. Upon receipt of such a request, the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) use best efforts to cause, as soon as practicable, the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within twenty (20) days from after the date Company's delivery of written notice, to be Registered and/or qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section SECTION 16.1. (a)(ii). (iii) Subject to the terms of this Agreement, at any time after January 13, 2006, Holders representing 20% or more in voting power of the then outstanding Series C Registrable Securities may request the Company in writing to effect the Registration of Registrable Securities for which the reasonably anticipated aggregate price to the public, net of Selling Expenses, would not be less than US$20,000,000. Upon receipt of such a request, the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, and in any event within sixty (60) days of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering request, cause the Registrable Securities pursuant to Section 8.2(a)specified in the request, but the Holders shall pay all together with any and all underwriting commissions and the expenses Registrable Securities of any legal counsel selected by Holder who requests in writing to join such Registration within twenty (20) days after the Holders Company's delivery of written notice, to represent them in connection with be Registered and/or qualified for sale and distribution to the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities public in such states jurisdictions as are the Initiating Holders may reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Companyrequest. The Company shall cause any registration statement or post-effective amendment filed be obligated to effect no more than two (2) Registrations pursuant to this Section SECTION 16.1. (a)(iii). (iv) (A) Subject to the demand right granted under Section 8(a) terms of this Agreement and the Target Lock-up Agreements, at any time after January 13, 2006, Holders representing 25% or more in voting power of the then outstanding Target Registrable Securities may request the Company in writing to remain effective for a period effect the Registration of nine consecutive months from the effective date any Registrable Securities held thereby. Upon receipt of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by a request, the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to sell all other Holders and (ii) use best efforts to cause, as soon as practicable, the Registrable Securities covered by specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such registration statementRegistration within twenty (20) days after the Company's delivery of written notice, to be Registered and/or qualified for sale and will immediately cease distribution to use any prospectus furnished by the public in such jurisdictions as the Initiating Holders may reasonably request. The Company if the Company advises the Holder that such prospectus may shall be obligated to effect no longer be used due more than two (2) Registrations pursuant to a material misstatement or omissionthis Section SECTION 16.1. (a)(iv).

Demand Registration Rights. (a) The CompanyDuring the term of this Agreement, upon at any time and from time to time from and after the date hereof, the Holder may, subject to the limitations of this Article 2, require the Company to file a Prospectus under applicable Securities Laws and/or a Registration Statement under the U.S. Securities Act and take such other steps as may be necessary to facilitate a secondary offering in one or more of the Qualifying Provinces and/or the United States of all or any portion of the Registrable Securities held by the Holder (a “Demand Registration”), by giving written demand notice of such Demand Registration to the Company (the “Demand Notice”) of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter); provided, however, that that, subject to Sections 2.3 and 2.4, if the Holder delivers a Demand Registration pursuant to this Section 2.1 to sell more than 33% of its Registrable Securities, then the Company shall not be required shall, in its sole discretion, have the right to comply with a Demand Notice if require the Company has filed a registration statement with respect to which sale by the Holder is entitled to piggyback registration rights of all of its Registrable Securities pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand NoticeRegistration. (b) The Company shall bear shall, subject to the limitations of this Article 2 and applicable Securities Laws, use commercially reasonable efforts to as expeditiously as reasonably practicable, but in any event no more than 45 days after the Company’s receipt of the Demand Notice, prepare and file a preliminary Prospectus under applicable Securities Laws and/or a Registration Statement under the U.S. Securities Act, as applicable, and promptly thereafter take such other steps as may be necessary in order to effect the Distribution in one or more of the Qualifying Provinces of all fees and expenses attendant or any portion (as may be reduced pursuant to registering Section 2.3) of the Registrable Securities pursuant of the Holder requested to Section 8.2(a), but the Holders be included in such Demand Registration. The Parties shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them cooperate in a timely manner in connection with any such Distribution and the sale procedures set forth in Section 2.6 shall apply to such Distribution. (c) The Company shall not be obliged to effect a Demand Registration: (i) within a period of three months after the date of completion of a previous Demand Registration; (ii) during a regularly scheduled black-out period in which insiders of the Registrable Securities. The Company agrees are restricted from trading in securities of the Company under the xxxxxxx xxxxxxx policy or any other applicable policy of the Company; or (iii) in the event the Board reasonably determines in its good faith judgment that either: (A) the effect of the filing of a Prospectus or a Registration Statement, as applicable, would impede the ability of the Company to use consummate a pending or proposed material financing, acquisition, corporate reorganization, merger or other material transaction involving the Company or would have a material adverse effect on the business of the Company and its Reasonable Best Efforts Subsidiaries (taken as a whole); or (B) there exists at the time material non-public information relating to qualify or register the Registrable Securities Company the disclosure of which would be detrimental to the Company (each of (A) and (B) being, a “Valid Business Reason”), then in such states as are reasonably requested by either case, the Majority Holder(s)Company’s obligations under this Section 2.1 shall be deferred for a period of not more than 90 days from the date of receipt of the Demand Notice; provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company shall give written notice to be obligated the Holder: (x) of its determination to registerpostpone filing of the Prospectus and/or Registration Statement, license or qualify as applicable, and, subject to do business in such state, submit to general service of process in such state or would subject compliance by the Company with applicable Securities Laws, of the facts giving rise to taxation as a foreign corporation doing business in such jurisdiction or the Valid Business Reason and (y) of the time at which it determines the Valid Business Reason to no longer exist; and (ii) the principal stockholders Company shall not qualify or register any securities offered by the Company for its own account during such period, provided, however, that if the Holder provides notice to the Company advising the Company that the CBG Group has determined based on information not available to it as at the date of the Amended and Restated Investor Rights Agreement that holding an investment in the Company could reasonably be expected to trigger a violation of, or any liability, other than any liability arising from obligations required to be performed by the CBG Group under this Agreement or the Subscription Agreement, to the CBG Group under, Applicable Law (which, for greater certainty, shall include any Laws applicable to the United States), or could otherwise be reasonably expected to have an adverse effect on the CBG Group or any of its businesses, which notice outlines the basis upon which the CBG Group has reached the above referenced determination, then the Holder shall have the immediate right to exercise a Demand Registration pursuant to this Section 2.1 and to sell all of its Registrable Securities without any of the limitations or constraints on the Holder set forth in this Section 2.1; provided that in the event the Board reasonably determines in its good faith judgment that there is a Valid Business Reason, then the Company’s obligations under this Section 2.1 shall be deferred for a period of not more than 15 days from the date of receipt of such notice from the Holder; provided, however, that (i) the Company shall give written notice to the Holder: (x) of its determination to postpone filing of the Prospectus and/or the Registration Statement, as applicable, and, subject to compliance by the Company with applicable Securities Laws, of the facts giving rise to the Valid Business Reason and (y) of the time within such 15 day period at which it determines the Valid Business Reason to no longer exist; and (ii) the Company shall not qualify or register any securities offered by the Company for its own account during such 15 day period. (d) A Demand Notice shall: (i) specify the number of Registrable Securities that the Holder intends to offer and sell; (ii) express the intention of the Holder to offer or cause the offering of such Registrable Securities; (iii) describe the nature or methods of the proposed offer and sale thereof, the Qualifying Provinces in which such offer will be made, and whether such offer will be made in the United States; (iv) contain the undertaking of the Holder to provide all such information regarding its holdings and the proposed manner of distribution thereof as may be required in order to permit the Company to comply with all Securities Laws; and (v) specify whether such offer and sale will be obligated made by an underwritten offering. (e) In the case of an underwritten public offering initiated pursuant to escrow their shares of capital stock of this Section 2.1, the CompanyCompany shall have the right to select the managing underwriter or underwriters to effect the Distribution in connection with such Demand Registration, provided, however, that such selection shall also be satisfactory to the Holder, acting reasonably. The Company shall cause have the right to retain counsel of its choice to assist it in fulfilling its obligations under this Article 2. (f) The Company shall be entitled to include Common Shares which are not Registrable Securities in any registration statement Demand Registration. Notwithstanding the foregoing, if the managing underwriter or post-effective amendment filed underwriters shall impose a limitation on the number or kind of securities which may be included in any such Distribution because, in its reasonable judgment, the inclusion of securities requested to be included in such offering exceeds the number of securities which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the Holder (the “Minimum Price”), then the Holder shall be obligated to include in such Distribution such portion of the Common Shares that have been requested to be included in such Distribution as is determined in good faith by such managing underwriter or underwriters in the priority provided for in Section 2.3(a). (g) In the case of an underwritten Demand Registration, the Holder and its representatives may participate in the negotiation of the terms of any underwriting agreement. Such participation in, and the Company’s completion of, the underwritten Demand Registration is conditional upon each of the Holder and the Company agreeing that the terms of any underwriting agreement are satisfactory to it, in its reasonable discretion. (h) The Company shall not sell, offer to sell, announce any intention to sell, grant any option for the sale of, or otherwise dispose of any Shares or securities convertible into Shares other than pursuant to the demand right granted under Section 8(a) to remain effective Share Incentive Plan and any other Convertible Securities outstanding as of the date of the Amended and Restated Investor Rights Agreement, or acquire securities of the Company, whether for a period its own account or for the account of nine consecutive months another securityholder, from the effective date of such registration statement or post-effective amendment. The Holders shall only use a Demand Notice until the prospectuses provided by date of the Company to sell closing of the sale of the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises in accordance with a Demand Registration (unless the Holder that withdraws its request for qualification of its Registrable Securities pursuant to such prospectus may no longer be used due to a material misstatement or omissionDemand Registration in accordance with Section 2.4(a)).

Demand Registration Rights. (a) The No earlier than 30 days following the closing of the Company’s IPO and at any time prior to the date on which the Company files a Resale Shelf Registration Statement pursuant to Section 2.2, upon subject to Section 3.10, any one or more Significant Holder(s) may make a written demand request to the Company (a “Demand Notice”) to require the Company to use all commercially reasonable efforts to prepare and file a shelf registration statement on Form S-11 or such other form under the Securities Act then available to the Company (a “Demand Registration Statement”) registering the offering and resale of Registrable Securities by such Significant Holder(s) on a delayed or continuous basis pursuant to Rule 415 as further provided in Section 2.1(c), which Demand Registration Statement shall include all Registrable Securities of Holders who request such inclusion pursuant to Section 2.1(b) (a “Demand Registration”). (b) Within ten Business Days following receipt by the Company of a Demand Notice and subject to Section 3.10, the Company shall provide all Holders (which following the written request of any MissionPoint Initial Holder in the Demand Notice shall include any investor in such MissionPoint Initial Holder to whom Registrable Securities will be distributed by such MissionPoint Initial Holder following the expiration of the Majority Holders, agrees lock-up agreements entered into in connection with the Company’s IPO) with a form of Notice and Questionnaire (the “Notice and Questionnaire”) to register on one occasion all be completed by each Holder desiring to have any of such Holder’s Registrable Securities included in the Registrable SecuritiesDemand Registration Statement. On such occasionPrior to receiving a Demand Notice, the Company will also provide its then current form of Notice and Questionnaire to any Holder upon request. The Notice and Questionnaire shall solicit information from each Holder regarding the number of Registrable Securities such Holder desires to include in the Demand Registration Statement and such other information relating to such Holder as the Company determines is reasonably required in connection with the Demand Registration Statement, including, without limitation, all information relating to such Holder required to be included in the Demand Registration Statement or that may be required in connection with applicable FINRA or other regulatory filings to be made in connection with the Demand Registration Statement. Subject to Section 3.10, the Company will include in the Demand Registration Statement any Registrable Securities requested to be included by any Holder who has delivered a duly completed and executed Notice and Questionnaire within 20 Business Days of the date on which the Company’s notice to such Holder was provided (the “Notice and Questionnaire Response Period”); provided that the Company will use all commercially reasonable efforts to include the Registrable Securities requested to be included by any Holder that delivers a duly completed and executed Notice and Questionnaire at least ten days prior to the anticipated effectiveness of the Demand Registration Statement. Following the distribution of the Notice and Questionnaire by the Company to all Holders in accordance with Section 2.1(b) and the effective date of the Demand Registration Statement, the Company shall no longer be required to prepare or file a registration statement or Demand Registration Statement for any Registrable Securities held by a Significant Holder that did not timely and properly complete and return the Notice and Questionnaire requesting its Registrable Securities to be included in the effective Demand Registration Statement; provided that, following the effective date of the Demand Registration Statement and the receipt of a Demand Notice from a Significant Holder that did not timely and properly complete and return the Notice and Questionnaire, the Company shall use all commercially reasonable efforts to prepare and file a post-effective amendment to the Demand Registration Statement covering that includes the Registrable Securities within fortyheld by such Significant Holder. (c) Subject to Sections 2.13 and 3.10, the Company shall use all commercially reasonable efforts to file the Demand Registration Statement on or before the date that is the latest of (i) if the filing of the Demand Registration Statement is prohibited by Section 2.1(d), five Business Days following the expiration of the relevant lock-five up agreement; (45ii) 60 days after following the Company’s receipt of a the Demand Notice Notice; and use (iii) ten Business Days following the date on which the Company files its Reasonable Best Efforts to have such registration statement or postQuarterly Report on Form 10-effective amendment declared effective as soon as possible thereafterQ for the quarterly period ended June 30, 2013; provided, however, that if the date on which the Demand Registration Statement must be filed in accordance with the foregoing provision occurs within the ten Business Day period prior to the date on which the Company is required to file a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K with the Commission, the Company shall use all commercially reasonable efforts to file the Demand Registration Statement within ten Business Days following the date on which it files such Quarterly Report on Form 10-Q or Annual Report on Form 10-K with the Commission, which, in each case shall not count as one of the Company’s permitted suspensions for purposes of Section 2.13. Subject to Sections 2.13 and 3.10, the Company shall use all commercially reasonable efforts to cause the Demand Registration Statement to become effective as promptly as reasonably practicable after the filing thereof. The Company shall be required to maintain the effectiveness of the Demand Registration Statement and, subject to Sections 2.13 and 3.10, keep such Demand Registration Statement continuously effective until either (i) a Resale Shelf Registration Statement has been declared effective by the Commission, in accordance with Section 2.2, or (ii) none of the shares of Common Stock covered by the Demand Registration Statement are Registrable Securities; provided, further, that, notwithstanding the limitations set forth in Section 2.13, the Company shall not be required to comply maintain the effectiveness of the Demand Registration Statement during the 45-day period beginning on the date on which the Company is required to file its Annual Report on Form 10-K for the year ended December 31, 2013 with the Commission unless the Company receives a written request from a Significant Holder to maintain the effectiveness of the Demand Registration Statement during such period, in which case the Company shall use commercially reasonable efforts to maintain such effectiveness during such period. In the event, that the Company does not maintain the effectiveness pursuant to the terms of the prior sentence, such action shall not count as one of the Company’s permitted suspensions for purposes of Section 2.13. (d) In addition to the provisions set forth in Section 2.13, the Company shall not be obligated to file a Demand Notice if Registration Statement during a period when the Company has filed Holders are prohibited from selling their Registrable Securities or filing a registration statement with respect to which the Holder is entitled to piggyback registration rights thereto pursuant to Section 8.3 hereof and either: lock-up agreements (iincluding lock-up agreements entered into by Holders in relation to the Company’s IPO) entered into (or that were required to be entered into) in connection with any underwritten offering conducted by the Holder has elected Company on its own behalf or on behalf of selling stockholders, unless the Holders have obtained the consent of the counterparties to participate in such lock-up agreements. (e) At any time following the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering one-year anniversary of securities the closing of the Company’s IPO and at a time when a Demand Registration Statement, until the offering covered by such a Resale Shelf Registration Statement (as defined herein) or other registration statement has been withdrawn registering the resale of all of a Holder’s Registrable Securities is not effective, subject to Section 3.10, any one or until thirty (30more Significant Holder(s) days after such offering is consummated. The demand for registration may be made at any time during give a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(sto the Company to require the Company to effect a Demand Registration pursuant to the terms of this Section 2.1. Any Demand Notice must specify (A) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from proposed to be registered and (B) the date proposed method of the receipt distribution of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant Securities, which may be by means of an underwritten offering. Subject to Section 8.2(a)2.5, but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required will have the right to register the Registrable Securities in a state in which such registration would cause (i) the Company include shares of Common Stock to be obligated to register, license sold for its own account or qualify to do business shares owned by other holders of Common Stock in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionDemand Registration Statement.

Demand Registration Rights. (a) The Company, upon written demand (“Demand Notice”) of the Majority Holders, agrees to register on one occasion all of the Registrable SecuritiesSecurities (a “Demand Right”). On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Commercial Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four five years beginning one three hundred sixty (1360) year days from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Commercial Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right Demand Right granted under Section 8(a8.2(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission. Notwithstanding the provisions of this Section 8.2(b), the Holder shall be entitled to a demand registration under this Section on only one (1) occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement (as defined below) in accordance with FINRA Rule 5110(g)(8)(C).

Demand Registration Rights. (a) The CompanyDuring the Effective Period, upon the Holders representing a majority of the then outstanding Registrable Securities may request, by written demand notice to the Trust (the “Demand Notice”) ), that the Trust effect the registration under the Securities Act of the Majority Holders, agrees number of Registrable Securities requested to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment be so registered pursuant to the Registration Statement covering the Registrable Securities within forty-five terms and conditions set forth in this Agreement (45) days after each a “Demand Registration”). Following receipt of a Demand Notice and for a Demand Registration, the Trust shall use its Reasonable Best Efforts reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. All Demand Notices made pursuant to this Section 2 will specify the number of Registrable Securities to be registered, whether or not such Registration Statement should be a Shelf Registration Statement, and the intended methods of disposition thereof. The Holders shall be entitled to a maximum of five (5) Demand Registrations, which shall include (i) any Demand Registrations for registration pursuant to a Shelf Registration Statement and (ii) any Demand Registrations that are transferred to a Transferee in accordance with Section 9(d) hereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to Section 2(d). (b) Within ten (10) days after receipt by the Trust of a Demand Notice, the Trust will give notice to the other Holders of such Demand Registration. Such notice shall describe such securities and specify the form, manner and other relevant aspects of such proposed registration. Each Holder may, by written response delivered to the Trust within twenty (20) days after the receipt by such Holder of any such notice, request that all or a specified part of the Registrable Securities held by such Holder be included in such Demand Registration (a “Piggyback Registration”). Such response shall also specify the intended method of disposition of such Registrable Securities. The Trust thereupon will use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Trust has been so requested to register by the Holders to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so registered. No registration of Registrable Securities of the Holders effected by Piggyback Registration under this Section 2(b) shall relieve the Trust of any of its obligations to effect registrations of Registrable Securities of the Holders pursuant to, or reduce the total number of Demand Registrations to which the Holders continue to remain entitled under, Section 2(a) hereof. (c) If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other Holders of Registrable Securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (i) first, the securities for which inclusion in such Demand Registration for which the Demand Notice was submitted; and (ii) second, the securities for which inclusion in any Piggyback Registration for which a notice was submitted in accordance with this Agreement pro rata among the Registrable Securities requested to be included in such Piggyback Registration. (d) The Trust shall use commercially reasonable efforts to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least ninety (90) days (or three years if a Shelf Registration Statement is requested) after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold or all Registrable Securities have ceased to be Registrable Securities; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration statement at the request of the Trust pursuant to this Agreement, except that with respect to a Shelf Registration Statement on Form S-3 that becomes effective automatically pursuant to Rule 462(e) under the Securities Act, such period may not be extended beyond three years after the effective date thereof or post-effective amendment declared effective such shorter or longer period as soon as possible thereaftermay be subsequently permitted by the SEC. (e) Notwithstanding the foregoing, if the Trust shall furnish to the Holders requesting a registration pursuant to this Section 2 within 30 days of receiving such request a certificate signed by the Trust stating that in the good faith judgment of the Trustee it would be detrimental to the Trust and its unitholders for such Registration Statement to be filed and it is therefore beneficial to defer the filing of such Registration Statement, the Trust shall have the right to defer such filing for up to two periods of not more than 30 days each after receipt of each request of the Holders; provided, however, that the Company Trust may not use this right more than once (for a total of up to 60 days) in any 12-month period. If the Trust shall so postpone the filing of a Registration Statement the demanding Holders shall have the right to withdraw the request for registration by giving written notice to the Trust within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered by the Trust, and in the event of such withdrawal, such request shall not be required to comply with a Demand Notice if reduce the Company has filed a registration statement number of available registrations with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under this Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.2

Demand Registration Rights. The Issuer covenants and agrees with the holders of Warrants or Warrant Shares (athe "Registrable Securities") The Companythat, upon written demand (“Demand Notice”) subject to the availability of audited financial statements which would comply with Regulation S-X under the Majority Holders, agrees to register on one occasion Securities Act and provided that the Holders have not previously had the option of including all of the Registrable Securities in one or more Piggyback Registrations pursuant to Section 8.b., upon written request of the then Holder(s) of at least a majority of the Warrants or the Registrable Securities. On such occasion, or both, made at any time within the period commencing three years and ending five years after the date herein first set forth, the Company Issuer will file a registration statement or as promptly as practicable and, in any event, within 60 days after receipt of such written request, at its expense (other than the fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to a registration statement, or a new registration statement under the Registration Statement covering Securities Act, registering or qualifying the Registrable Securities within forty-five for sale. Within fifteen (4515) days after receipt receiving any such notice, the Issuer shall give notice to the other Holders of a Demand Notice and use its Reasonable Best Efforts to have the Registrable Securities, if any, advising that the Issuer is proceeding with such Amendment or registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that and offering to include therein the Company Registrable Securities of such Holders. The Issuer shall not be required obligated to comply with a Demand Notice if any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company has filed a Issuer within ten (10) days thereafter. The Issuer will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment or registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof as promptly as practicable and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1nine months thereafter to reflect in the Amendment or registration statement financial statements which are prepared in accordance with Section 10(a)(3) year from of the Base Date. The Company covenants Securities Act and agrees any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment or registration statement to give written notice of its receipt of enable any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date to either sell such Warrants or to exercise such Warrants and sell Warrant Shares, or to enable any holders of the receipt of any Warrant Shares to sell such Demand Notice. (b) Warrant Shares, during said nine-month period. The Company shall bear all fees and expenses attendant to registering Holders may sell the Registrable Securities pursuant to Section 8.2(a)the Amendment or registration statement without exercising the Warrants. If any registration pursuant to this paragraph 8 (a) is an underwritten offering, but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale a majority of the Registrable Securities. The Company agrees Securities to use its Reasonable Best Efforts to qualify or register the Registrable Securities be included in such states as are reasonably requested by registration shall be entitled to select the Majority Holder(s); providedunderwriter or managing underwriter (in the case of a syndicated offering) of such offering, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders Issuer's approval which shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer not be used due to a material misstatement or omissionunreasonably withheld.

Demand Registration Rights. (a) The CompanyDuring the Effective Period, upon one or more Qualified Holders holding in the aggregate a majority of the then outstanding Registrable Securities shall have the right, by delivering a written demand notice to the Trust (the “Demand Notice”) ), to require the Trust to use its reasonable best efforts to register, pursuant to the terms and conditions set forth in this Agreement and in accordance with the provisions of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasionSecurities Act, the Company will file number of Registrable Securities requested to be so registered (a registration statement “Demand Registration”). All Demand Notices made pursuant to this Section 2.1 must specify the number of Registrable Securities to be registered, whether or a post-effective amendment to the not such Registration Statement covering should be a Shelf Registration Statement and the Registrable Securities within forty-five (45) days after receipt intended methods of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Noticedisposition thereof. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Qualified Holders shall pay all be entitled to up to five Demand Registrations in the aggregate. Notwithstanding any and all underwriting commissions and the expenses other provision of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); providedthis Article II, however, that in no event shall more than one Demand Registration occur during any six-month period (measured from the Company effective date of the Registration Statement to the date of the next Demand Notice). (c) No Demand Registration shall be deemed to have occurred for purposes of this Article II if the Registration Statement relating thereto does not become effective, or its effectiveness is not maintained, for the period required pursuant to register Section 2.1(e), in which case the Demanding Qualified Holders shall be entitled to reinstatement of such Demand Registration. (d) Within ten (10) days after receipt by the Trust of a Demand Notice, the Trust shall give written notice (the “Notice”) of such Demand Notice to all other Qualified Holders and shall, subject to the provisions of Section 2.1(f) hereof, include in such registration all Registrable Securities in held by such Qualified Holders with respect to which the Trust received written requests for inclusion therein within ten (10) days after such Notice is given by the Trust to such holders. (e) The Trust shall use reasonable best efforts to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a state period of at least ninety (90) days (or three (3) years if a Shelf Registration Statement is requested) after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have been sold or all Registrable Securities have ceased to be Registrable Securities; provided, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in such registration would cause at the request of (i) the Company to be obligated to registermanaging underwriter of the offering, license or qualify to do business in such stateif any, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed Trust pursuant to the demand right granted under Section 8(athis Agreement. (f) to remain effective for a period If any of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of securities proposed to be sold in such offering (including securities proposed to be sold by Persons other than Demanding Qualified Holders pursuant to incidental or piggyback registration rights) is such as to adversely affect the success of such offering, then the number or dollar amount of securities to be offered for the account of Demanding Qualified Holders and for the account of Persons other than Demanding Qualified Holders shall be reduced to the extent necessary to reduce the total number or dollar amount of securities to be included in such offering to the number or dollar amount recommended by such managing underwriter or underwriters by: (i) first, reducing, or eliminating if necessary, all securities requested to be included by Persons other than Demanding Qualified Holders; and (ii) second, if necessary, reducing the Registrable Securities requested to be included by the Demanding Qualified Holders, pro rata among such Demanding Qualified Holders on the basis of the percentage of the total Registrable Securities requested to be included in such Registration Statement by each such holder. In connection with any Demand Registration to which the provisions of this Section 2.1(f) apply, no securities other than Registrable Securities shall be covered by such registration statementDemand Registration except in accordance with this Section 2.1(f), and will immediately cease such registration shall not reduce the number of Demand Registrations available to use the Qualified Holders under Section 2.1(b) if the Registration Statement excludes more than 25% of the aggregate number of Registrable Securities that the Demanding Qualified Holders requested be included. (g) The Trust shall be entitled to postpone (but not more than once in any prospectus furnished 12-month period), for a reasonable period of time not in excess of 90 days, the filing of a Registration Statement if the Trust delivers to the Demanding Qualified Holders a certificate signed by the Company if Trustee certifying that, in its good faith judgment, it would be detrimental to the Company advises Trust and its unitholders for such Registration Statement to be filed and it is therefore beneficial to defer the Holder filing of such Registration Statement. If the Trust shall so postpone the filing of a Registration Statement, the Demanding Qualified Holders shall have the right to withdraw the request for registration by giving written notice to the Trust within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered by the Trust, and in the event of such withdrawal, such request shall not reduce the number of available registrations with respect to the Qualified Holders under this Article II. (h) Whenever the Trust shall effect a Demand Registration pursuant to this Article II in connection with an underwritten offering, no securities other than Registrable Securities shall be covered by such registration, unless (i) the managing underwriter or underwriters of such offering shall have advised each holder of Registrable Securities requesting such registration in writing that it believes that the inclusion of such prospectus may no longer be used due to other securities would not adversely affect such offering or (ii) the inclusion of such other securities is approved by the affirmative vote of the holders of at least a material misstatement or omissionmajority of the Registrable Securities included in such Demand Registration by the Demanding Qualified Holders.

Demand Registration Rights. (a) The CompanyAt any time while the Seller holds the HEI Shares, upon the written demand request of the Seller that HEI effect the registration under the Securities Act of 1933 (“Demand Notice”the "Securities Act") of the Majority Holders, agrees to register on one occasion all or part of the Registrable Securities. On such occasionHEI Shares, and specifying the Company will file a registration statement or a post-effective amendment number of HEI Shares sought to be registered and the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt intended method of a Demand Notice and distribution thereof, HEI shall use its Reasonable Best Efforts reasonable best efforts to have such effect as promptly as practicable the registration statement or post-effective amendment declared effective as soon as possible thereafter; providedof the HEI Shares under the Securities Act, howeverand any applicable state securities laws, that and in connection therewith shall prepare and file with the Company shall not be required to comply with a Demand Notice if the Company has filed SEC a registration statement with respect to the offer and sale of the HEI Shares and any other shares of common stock of HEI which the Holder is entitled to piggyback HEI or other holders of HEI common stock having registration rights may elect to register in connection with such offering, provided that HEI shall not be required to effect a registration under this Section 7 on more than one occasion. At the request of the Seller, the registration statement to be filed pursuant to this Section 8.3 hereof 7 shall be on Form S-3 under the Securities Act (if HEI is then eligible to utilize such form) in order to allow the offer and either: (i) sale by the Holder has elected Seller of the HEI Shares on a delayed or continuous basis in accordance with Rule 415 under the Securities Act. If a registration under this Section 7 involves an underwritten offering, and the managing underwriter advises HEI in writing that, in its opinion, the number of shares requested to participate be included in the offering covered by such registration statement or (ii) if exceeds the number which can be sold in such registration statement relates offering within an acceptable price range, HEI will include in such registration, to an underwritten primary offering the extent of the number which HEI is so advised can be sold in such offering, first, the HEI Shares, second, securities that HEI proposes to sell, and third, securities of the CompanyHEI held by other persons having registration rights proposed to be included in such registration, until the offering covered by pro rata among such registration statement has been withdrawn or until thirty (30) days after such offering is consummatedholders. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company HEI shall bear pay all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with a registration described in this Section 7, except that the sale Seller shall pay for any fees, discounts and commissions of any underwriter applicable to the Registrable Securities. The Company agrees HEI Shares to use its Reasonable Best Efforts to qualify or register the Registrable Securities be sold in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omissionoffering.