Common use of Demand Registration Rights Clause in Contracts

Demand Registration Rights. (a) If at any time beginning 14 months after the closing date of the IPO, 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 requests to the Company (a “Demand Notice”) to require the Company to register, under and in accordance with the provisions of the Securities Act, any or all of such Holders’ Registrable Securities pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that a Demand Registration may only be made if (i) the Registrable Securities requested to be 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 the 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, (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 the Demand Notice), but need not, require the Company to 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.

Demand Registration Rights. (ai) If Subject to Section 6.1(a)(ii), at any time beginning 14 months and from time to time following the one year anniversary of an Initial Public Offering, if the Company receives written notice from either (A) holders of Class A Common Stock (as defined in Section 8.1(e)) who, immediately prior to the Initial Public Offering, constituted the holders of a majority of the Shares of the Series A, B and E Preferred Stock, or (B) holders of Class B Common Stock (as defined in Section 8.1(e)) who immediately prior to the Initial Public Offering, constituted the holders of a Majority of the Shares of the Series C and D Preferred Stock, which notice demands the registration of all or any portion of the Common Stock, Conversion Stock or Warrant Shares held by such Series A, B and E Holders or Series C and D Holders and specifies the intended methods of disposition thereof (which may include a delayed and continuous offering pursuant to Rule 415 promulgated under the Securities Act), then the Company shall promptly (and in any event within 10 days after its receipt of such demand) provide notice thereof to the other Securityholders in accordance with this Section 6.1 (which other Securityholders shall have the right, subject to Section 6.1(c)(ii) to include in such registration any shares of Common Stock, and any shares of Common Stock issuable upon conversion of Preferred Stock or upon exercise of Warrants or Options held by them) and cause to be prepared a registration statement, file and obtain a receipt for the registration statement as soon as practicable (but not later than 90 days after the closing date of such demand), and exercise its best efforts to file a final registration statement, to obtain a receipt therefor as soon as practicable thereafter and to have such registration statement declared effective as soon as practicable thereafter, under the Securities Act and such other securities laws as shall be directed by such Securityholders, to the end that the Shares (including Shares issuable upon conversion of Preferred Stock or upon exercise of Warrants or Options) held by all demanding Securityholders, may be sold thereunder as soon as practicable after the receipt of such notice, and the Company will use its best efforts to ensure that a distribution of such Shares pursuant to the registration statement may continue for up to six months from the date of the IPO, 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 requests to the Company (a “Demand Notice”) to require the Company to register, under and in accordance with the provisions effective date of the Securities Act, any registration statement or all of such Holders’ Registrable Securities later time pursuant to the terms method of this Agreement (a “Demand Registration”)disposition specified in the demand for registration; provided, however, that the Company shall not be obligated to take any action to effect such registration, qualification or compliance pursuant to this Section 6.1(a) unless the Company shall have received requests for such registration of such Shares having a Demand Registration may only be made minimum anticipated aggregate net offering price (based on the then market price of the Common Stock and customary underwriter's discounts and commissions, if (iapplicable) of $20.0 million, subject, however, to the Registrable Securities right of the Company pursuant to Section 6.1(c)(ii), upon advice of the managing underwriters, to reduce the number of Shares that are requested to be registered by such holders (a "Market Cut Back"). Notwithstanding the Holder(s) delivering foregoing, the Demand Notice have an aggregate Market Value holders of at least $40,000,000 on Class B Common Stock shall be entitled to exercise the trading day immediately preceding the date that the Demand Notice is sent registration rights contained herein solely with respect to the 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, (B) the proposed method of distribution Class A Common Stock issuable upon conversion of such Registrable Securities, which may Class B Common Stock. The Class B Common Stock shall be by means automatically converted into Class A Common Stock upon the consummation of an underwritten offeringoffering for such Class A Common Stock or upon the sale of such Class A Common Stock pursuant to any delayed and continuous offering pursuant to Rule 415 promulgated under the Securities Act. Each such registration shall hereinafter be called a "Demand Registration." The Series A, B and E Holders shall be entitled to request one Demand Registration and the Series C and D Holders shall be entitled to request two Demand Registrations; provided, however, that if all of the Series C and D Preferred Stock may have been (x) included in the registration statement prepared upon the exercise of the Series C and D Holders' first exercised right for a Demand Registration and (Cy) offered and sold in such offering in accordance with the plan of distribution described therein (after giving full force and effect to the Company's right to a single Person who shall serve as Market Cut Back and the representative of the Holders (the “Demand Representative”Company's rights under Section 6.1(a)(ii). Any Demand Registration may (if specified in the Demand Notice), but need not, require then the Company to 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 Series C and D Holders shall not have the right to include shares the second Demand Registration (but will continue to have the rights provided under Section 6.1(b)). A Demand Registration shall not count as such until a registration statement becomes effective; provided, that if, after such registration statement has become effective, the offering pursuant to the registration statement is interfered with by any stop order, injunction or other order or requirement of Common Stock the Commission or any other governmental authority, such registration shall be deemed not to be sold for its own account have been effected unless such stop order, injunction or shares owned by other order shall subsequently have been vacated or otherwise removed. The holders of Common a Majority of the Shares of the Series A, B and E Preferred Stock in or the holders of a Majority of the Shares of the Series C and D Preferred Stock requesting such registration shall select the underwriters of any Demand Registration Statementunderwritten offering pursuant to a registration statement filed pursuant to this Section 6.1(a).

Demand Registration Rights. (ai) If Subject to Section ----------------------------- 6.1(a)(ii), at any time beginning 14 months after and from time to time following the closing date one year anniversary of an Initial Public Offering, if the Company receives written notice from either (A) holders of Class A Common Stock (as defined in Section 8.1(e)) who, immediately prior to the Initial Public Offering, constituted the holders of a majority of the IPOShares of the Series A and Series B Preferred Stock, or (B) holders of Class B Common Stock (as defined in Section 8.1(e)) who immediately prior to the Initial Public Offering, constituted the holders of a Resale Shelf Registration Statement (or other Majority of the Shares of the Series C Preferred Stock, which notice demands the registration statement) registering the resale of all or any portion of the Common Stock, Conversion Stock or Warrant Shares held by such Series A Holders, Series B Holders or Series C Holders and specifies the intended methods of disposition thereof (which may include a Holder’s Registrable delayed and continuous offering pursuant to Rule 415 promulgated under the Securities is not effectiveAct), notwithstanding any obligation then the Company may have under Section 2.2(a), shall promptly (and in any one or more event within 10 days after its receipt of such Holder(sdemand) may make written requests provide notice thereof to the Company (a “Demand Notice”) to require the Company to register, under and other Securityholders in accordance with this Section 6.1 (which other Securityholders shall have the provisions right, subject to Section 6.1(c)(ii) to include in such registration any shares of the Securities Act, any or all of such Holders’ Registrable Securities pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that a Demand Registration may only be made if (i) the Registrable Securities requested to be 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 the 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, (B) the proposed method of distribution of such Registrable Securities, which may be by means of an underwritten offeringCommon Stock, and (C) a single Person who shall serve as the representative of the Holders (the “Demand Representative”). Any Demand Registration may (if specified in the Demand Notice), but need not, require the Company to 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 any shares of Common Stock issuable upon conversion of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock or upon exercise of Warrants or Options held by them) and cause to be prepared a registration statement, file and obtain a receipt for the registration statement as soon as practicable (but not later than 90 days after the date of such demand), and exercise its best efforts to file a final registration statement, to obtain a receipt therefor as soon as practicable thereafter and to have such registration statement declared effective as soon as practicable thereafter, under the Securities Act and such other securities laws as shall be directed by such Securityholders, to the end that the Shares (including Shares issuable upon conversion of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock or upon exercise of Warrants or Options) held by all demanding Securityholders, may be sold thereunder as soon as practicable after the receipt of such notice, and the Company will use its best efforts to ensure that a distribution of such Shares pursuant to the registration statement may continue for its own account up to six months from the date of the effective date of the registration statement or shares owned by other holders such later time pursuant to the method of Common Stock disposition specified in any Demand Registration Statement.the demand for registration; provided, -------- however, that the Company shall not be obligated -------

Demand Registration Rights. (a) If Upon written notice from a Stockholder entitled to request Registration pursuant to Section 9.1(c) below (the "Requesting Stockholder"), the Company shall use its best efforts to effect at the earliest possible date and maintain the registration under the Securities Act of offers and sales of Common Stock by the Requesting Stockholder (and no offers and sales of any time beginning 14 months after the closing date other securities by any other person shall be registered with such Common Stock of the IPO, a Resale Shelf Registration Statement (or other registration statement) registering Requesting Stockholder without the resale of all of a Holder’s Registrable Securities is not effective, notwithstanding any obligation the Company may have under Section 2.2(aRequesting Stockholder's prior consent), its Permitted Transferees and any one or more of underwriter with respect to such Holder(s) may make written requests to the Company (a “Demand Notice”) to require the Company to registerstock, under and in accordance with the provisions intended method or methods of disposition specified by the Requesting Stockholder (including, but not limited to, an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule) promulgated under the Securities Act); provided that if, after a Registration request -------- pursuant to this Section 9.1 has been made, the outside legal counsel of the Company has determined in good faith that the filing of a Registration request would require the disclosure of material information which the Company has a bona fide business purpose for preserving as confidential, the Company shall ---- ---- not be obligated to effect a Registration pursuant to this Section 9.1 until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material, or (B) 45 days after such outside legal counsel of the Company first makes such good faith determination; provided -------- further that no Requesting Stockholder may request any or all such Registration ------- pursuant to this Section 9.1 (x) until at least six (6) months after the anniversary of such Holders’ the closing of the last Registration and sale of Company securities and (y) unless the Registrable Securities pursuant sought to the terms be registered has a Fair Market Value of this Agreement (a “Demand Registration”)at least $2,500,000; provided, however, that a Demand Registration may only be made if (i) the Registrable Securities requested to be 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 the Company and (ii) it -------- ------- Requesting Stockholder 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, (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 the Demand Notice), but need not, require the Company to 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 utilize the services of Common an underwriter unless the Fair Market Value of the Company Stock to be sold for its own account or shares owned offered exceeds $20,000,000. The Requesting Stockholder(s) requesting a Registration under this Section 9.1 may, at any time prior to the effective date of the registration statement relating to such Registration, revoke such request by other holders of Common Stock in any Demand Registration Statementproviding written notice thereof to the Company.

Demand Registration Rights. (a) If at any From time beginning 14 months after to time, upon the closing date demand in writing of the IPO, 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 Venture Investors or any transferees or assignees of such Holder(s) may make written requests to Venture Investors (the Company (a “Demand Notice”"Transferees") to require the Company to register, under and in accordance with the provisions of the Securities Act, have any or all of such Holders’ Registrable Securities pursuant to the terms Conversion Shares (including, for purposes hereof, shares of this Agreement (a “Demand Registration”); provided, however, that a Demand Registration may only be made if (i) the Registrable Securities requested to be 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 the 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, (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 Common Stock issued upon conversion of the Holders (Preferred Warrant Shares, if and when they are issued) and/or the “Demand Representative”). Any Demand Registration may 1990 Warrant Shares or the New Warrant Shares (if specified in the Demand Notice), but need not, require the Company to register such Holders’ Registrable Securities on Form S-3 and when they are issued) (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 2.5collectively, the Company will "Warrant Shares" and, together with the Conversion Shares, the "Venture Shares") which they own or have the right to include acquire offered to the public pursuant to a bona fide underwritten public offering, the Company shall give written notice of such demand promptly to all of the Investors and Transferees providing such Investors or Transferees with the opportunity to participate in such demand registration. Such Investors and Transferees shall notify the Company, within fifteen (15) days of receipt of such notice from the Company, whether they desire to have any or all of the Conversion Shares, Warrant Shares or shares of Common Stock (collectively, "Shares") which they own or have the right to acquire, included in such public offering. The right of the Prior Investors to participate in such registration is subject to Section 1(d). The Company will thereafter diligently prepare, file and process to effectiveness a registration statement under the Securities Act of 1933 (the "1933 Act") (on and in compliance with such applicable registration forms as may be designated by the Venture Investors or Transferees holding a majority of the Venture Shares to be sold for its own account included therein) and any amendments or shares owned by other holders supplements required to be filed to ensure that such registration remains effective under the 1933 Act, to permit the Investors and Transferees or any of Common Stock them, to offer and sell to the public the number of Shares demanded to be registered. The Company shall file the aforesaid registration statement as soon as reasonably practicable, and in any Demand Registration Statementevent, within forty-five (45) days following receipt of such written request if the Company has previously consummated a public offering of the Common Stock, otherwise within ninety (90) days following receipt of such written request. The Company shall use its best efforts to cause the registration statement to become and remain effective until the earlier of the sale of all the Shares included in the registration statement or the expiration of one hundred eighty (180) days from the effective date thereof.

Demand Registration Rights. (a) If Registration Other Than on Form F-3. (i) Subject to the terms of this Agreement, at any time beginning 14 months after January 13, 2006, Holders representing a majority in voting power of the then outstanding Series A 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 after the closing 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)(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 IPO, a Resale Shelf Registration Statement (or other registration statement) registering the resale of all of a Holder’s then outstanding Series B Registrable Securities is not effective, notwithstanding any obligation 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 after the Company's delivery of written notice, to be Registered and/or qualified for sale and <PAGE> distribution to the public in such jurisdictions as the Initiating Holders may have under reasonably request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.2(aSECTION 16.1. (a)(ii). (iii) Subject to the terms of this Agreement, at any one 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 Holder(sa request, the Company shall (i) may make 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 such request, cause 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 (a “Demand Notice”2) Registrations pursuant to require the Company to register, under and in accordance with the provisions of the Securities Act, any or all of such Holders’ Registrable Securities pursuant this Section SECTION 16.1. (a)(iii). (iv) (A) Subject to the 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 effect the Registration of any Registrable Securities held thereby. Upon receipt of such a “Demand Registration”); providedrequest, however, that a Demand Registration may only be made if 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 Registrable Securities requested proposed Registration to be 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 the Company all other Holders and (ii) it shall not result 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 requesting collectively may reasonably request. The Company shall be obligated to effect no more than two Demand (2) Registrations in any consecutive 12-month periodpursuant to this Section SECTION 16.1. Any Demand Notice must specify (A) the Registrable Securities proposed to be registered, a)(iv). (B) Upon the proposed method written request of distribution any Holder of such Target Registrable Securities, which may be by means of an underwritten offeringthe Company shall promptly, and in any event within three (C3) a single Person who shall serve Business Days after receipt of such written request, inform such Holder, based on the Company's records, as to the representative percentage of voting power represented by the Holders (the “Demand Representative”). Any Demand Registration may (if specified in the Demand Notice), but need not, require the Company to register such Holders’ Target Registrable Securities on Form S-3 held by such Holder with respect to the then outstanding Target Registrable Securities. (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 Commissionb)). 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.

Demand Registration Rights. (a) If at any time beginning 14 months From and after September 13, 1998 (the closing "Commencement Date") and to and including the date that is the tenth anniversary of the IPOCommencement Date, a Resale Shelf Registration Statement subject to extension pursuant to Section 4 (or other registration statement) registering as so extended from time to time, 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"Termination Date"), any on one or more occasions when the Company shall have received the written request of Stockholder or holders of at least 100,000 Registrable Shares in the aggregate (as such number of shares may be adjusted in the event of any change in the capital stock of the Company by reason of stock dividends, split-ups, reverse split-ups, mergers, recapitalizations, subdivisions, conversions, exchanges of shares or the like) that have been acquired directly or indirectly from Stockholder 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 shall give written notice of the receipt of such Holder(s) may make written requests request to the Company (a “Demand Notice”) to require each potential Registering Stockholder, and each other person known by the Company to register, have rights with respect to the registration under and in accordance with the provisions Securities Act of the Securities Actdisposition of securities of the Company. The Company shall use commercially reasonable efforts as promptly as practicable to include in a Registration Statement the Registrable Shares owned by the Registering Stockholders (collectively, any or all of "Transaction Registrable Shares") that in each case shall have been duly specified by such Holders’ Registrable Securities Registering Stockholders by written notice received by the Company not later than 10 Business Days after the Company shall have given written notice to the Registering Stockholders pursuant to the terms of this Agreement (a “Demand Registration”Section 1(a); provided, however, that a Demand Registration may only be made if (i) the Registrable Securities requested to be 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 the 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, (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 the Demand Notice), but need not, require the Company to 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.

Demand Registration Rights. (a) If Subject to the provisions hereof, each Holder, at any time beginning 14 months from and after the closing date hereof, may request registration for resale under the Securities Act of all or part of the IPO, 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 Shares owned by such Holder(s) may make Holder by giving written requests to the Company notice thereof (a “Demand Notice”) to require the Company to register, under and in accordance with REIT (which Demand Notice shall specify the provisions number of the Securities Act, any or all shares of such Holders’ Registrable Securities pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that a Demand Registration may only be made if (i) the Registrable Securities requested Shares to be registered offered by such Holder, the Holder(s) delivering the Demand Notice have an aggregate Market Value intended methods of at least $40,000,000 on the trading day immediately preceding the date that the Demand Notice is sent to the 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 registereddistribution, (B) the proposed method of distribution of including whether such Registrable Securities, which may be by means of methods will include or involve an underwritten offering, and (C) a single Person who shall serve as the representative of the Holders (the “Demand Representative”). Any whether such Demand Registration may (if specified in the Demand Notice), but need not, require the Company to 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 Statement will be a similar successor form established by the Commission)“shelf” registration statement under Rule 415). Subject to Section 2.52(c) and 2(e) below, the Company will have REIT shall use commercially reasonable 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 right to include shares first sentence of Common Stock this Section 2(a)) registering for resale such number of Registrable Shares as requested to be sold for its own account so registered within 30 days in the case of a registration on Form S-3 (and 60 days in the case of a registration on Form S-11 or shares owned by such other holders appropriate form) after the REIT’s receipt of Common Stock in any a Demand Notice, and (ii) to cause such Demand Registration StatementStatement 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 Section 2(a) (i) with respect to securities that are not Registrable Shares, or (ii) within 180 days after the effective date of any registration in respect of the REIT’s Class A Common Stock. If permitted under the Securities Act, such Demand Registration Statement shall be automatically effective upon filing.

Demand Registration Rights. (a) If The Majority Noteholder Investors shall collectively have the right by written notice at any one time beginning 14 months after the closing earlier to occur of (i) consummation of an initial public offering and (ii) the maturity date of the IPOConvertible Senior Subordinated Notes, to request that the Corporation effect 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 requests to the Company (a “Demand Notice”) to require the Company to register, under and in accordance with the provisions of the Securities ActAct of its shares of Common Stock underlying, any or all of such Holders’ Registrable Securities previously converted into pursuant to the terms of, the Convertible Senior Subordinated Notes or the Series E Preferred Stock; (b) the Series B and C Majority Preferred Investors shall collectively have the right by written notice, at any one time after the earlier to occur of this Agreement (a “Demand Registration”); provided, however, that a Demand Registration may only be made if (i) the Registrable Securities requested date on which any other Stockholder can exercise demand registration rights similar to be 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 those granted to the Company Series B and C Majority Preferred Investors pursuant to this Section 4.1.1, (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, (B) the proposed method of distribution of such Registrable Securities, which may be by means consummation of an underwritten initial public offering, and (Ciii) a single Person who shall serve as the representative of the Holders (the “Demand Representative”). Any Demand Registration may (if specified in the Demand Notice)September 30, but need not2011, require the Company to register such Holders’ Registrable Securities on Form S-3 (provided request that the Company is eligible to register Corporation effect a Registration under the resale Securities Act 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 its shares of Common Stock (x) underlying, or previously converted into pursuant to be sold for the terms of, the Series B Preferred Stock or the Series C Preferred Stock, (y) held by the Series B and C Majority Preferred Investors or (z) held by Telepark Corp.; and (c) the Series D Majority Preferred Investors shall collectively have the right by written notice, at any one time after the earlier to occur of (i) the date on which any other Stockholder can exercise demand registration rights similar to those granted to the Series D Preferred Stockholders pursuant to this Section 4.1.1, (ii) consummation of an initial public offering, and (iii) September 30, 2011, to request that the Corporation effect a Registration under the Securities Act of its own account or shares owned by other holders of Common Stock underlying, or previously converted into pursuant to the terms of, the Series D Preferred Stock. The Corporation shall use its reasonable best efforts to effect the Registration under the Securities Act of the Demand Shares that the Corporation has been so requested by the applicable Investors under either clause (a), (b) or (c) of this Section 4.1.1 (in such capacity, the “Initiating Stockholders”) to Register (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations under the Securities Act and any Demand Registration Statement.other governmental requirements or regulations) in accordance with this Section 4.1. 4.1.1.1

Demand Registration Rights. (a) If The Majority Noteholder Investors shall collectively have the right by written notice at any one time beginning 14 months after the closing earlier to occur of (i) consummation of an initial public offering and (ii) the maturity date of the IPOConvertible Senior Subordinated Notes, to request that the Corporation effect 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 requests to the Company (a “Demand Notice”) to require the Company to register, under and in accordance with the provisions of the Securities ActAct of its shares of Common Stock underlying, any or all of such Holders’ Registrable Securities previously converted into pursuant to the terms of, the Convertible Senior Subordinated Notes or the Series E Preferred Stock; (b) the Series B and C Majority Preferred Investors shall collectively have the right by written notice, at any one time after the earlier to occur of this Agreement (a “Demand Registration”); provided, however, that a Demand Registration may only be made if (i) the Registrable Securities requested date on which any other Stockholder can exercise demand registration rights similar to be 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 those granted to the Company Series B and C Majority Preferred Investors pursuant to this Section 4.1.1, (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, (B) the proposed method of distribution of such Registrable Securities, which may be by means consummation of an underwritten initial public offering, and (Ciii) a single Person who shall serve as the representative of the Holders (the “Demand Representative”). Any Demand Registration may (if specified in the Demand Notice)September 30, but need not2011, require the Company to register such Holders’ Registrable Securities on Form S-3 (provided request that the Company is eligible to register Corporation effect a Registration under the resale Securities Act 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 its shares of Common Stock (x) underlying, or previously converted into pursuant to be sold for the terms of, the Series B Preferred Stock or the Series C Preferred Stock, (y) held by the Series B and C Majority Preferred Investors or (z) held by Telepark Corp.; and (c) the Series D Majority Preferred Investors shall collectively have the right by written notice, at any one time after the earlier to occur of (i) the date on which any other Stockholder can exercise demand registration rights similar to those granted to the Series D Preferred Stockholders pursuant to this Section 4.1.1, (ii) consummation of an initial public offering, and (iii) September 30, 2011, to request that the Corporation effect a Registration under the Securities Act of its own account or shares owned by other holders of Common Stock underlying, or previously converted into pursuant to the terms of, the Series D Preferred Stock. The Corporation shall use its reasonable best efforts to effect the Registration under the Securities Act of the Demand Shares that the Corporation has been so requested by the applicable Investors under either clause (a), (b) or (c) of this Section 4.1.1 (in such capacity, the “Initiating Stockholders”) to Register (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations under the Securities Act and any Demand Registration Statementother governmental requirements or regulations) in accordance with this Section 4.1.

Demand Registration Rights. (a) If at any time beginning 14 months after the closing date Sale Restriction Termination Date (as defined in the Common Stock Purchase Agreements) (or the earlier termination of the IPO, a Resale Shelf Registration Statement (or other registration statement) registering the resale transfer restrictions as set forth in Section 7.4 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(sCommon Stock Purchase Agreement) may make written requests and prior to the Company (a “Demand Notice”) to require the Company to register, under and in accordance with the provisions seventh anniversary of the Securities Act, any or all of such Holders’ Registrable Securities pursuant to the terms date of this Agreement (a “Demand Registration”such date, the "Termination Date"); provided, however, that a Demand Registration may only be made if (i) on one or more occasions when the Registrable Securities requested to be registered by Company shall have received the Holder(s) delivering written request of the Demand Notice have an aggregate Market Value Stockholder or holders of at least $40,000,000 on 2,500,000 Registrable Shares in the trading day immediately preceding aggregate (as such number of shares may be adjusted in the date that event of any change in the Demand Notice is sent to capital stock of the Company by reason of stock dividends, split-ups, reverse split-ups, mergers, recapitalizations, subdivisions, conversions, exchanges of shares or the like) that have been acquired directly or indirectly from the Stockholder and to which rights under this Section 1 shall have been assigned pursuant to Section 14(a) (ii) it 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 shall not result in give written notice of 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, (B) the proposed method of distribution receipt of such Registrable Securities, which may be request to each potential Registering Stockholder and each other person known 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 the Demand Notice), but need not, require the Company to register have rights with respect to the registration under the Securities Act of the disposition of securities of the Company. The Company shall use reasonable best efforts as promptly as practicable to include in a Registration Statement the Registrable Shares owned by the Registering Stockholders (all such Holders’ Registrable Securities on Form S-3 (provided Shares collectively, the "Transaction Registrable Shares") that in each case shall have been duly specified by such Registering Stockholders by written notice received by 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, not later than 20 Business Days after the Company will shall have given written notice to the right Registering Stockholders pursuant 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 Statementthis Section 1(a).

Demand Registration Rights. (a) If Subject to the provisions of this Section 1.1, at any time beginning 14 months after the closing date of the IPOhereof, 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 requests to the Company (a “Demand Notice”) to require the Company to register, under and in accordance with the provisions of the Securities Act, any or all of such Holders’ Registrable Securities pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that a Demand Registration may only be made if Purchasers holding (i) shares of the Registrable Securities requested to be registered by Company's Common Stock, $.001 par value (the Holder(s"Common Stock") delivering issued or issuable upon the Demand Notice have an aggregate Market Value conversion of at least $40,000,000 5 million in aggregate liquidation preference of Class I Convertible Preferred Stock (the "Class I Preferred Stock") issued by the Company to certain of the Purchasers pursuant to the Purchase Agreement (the number of such shares being the "Registration Threshold Number"), or (ii) the Registration Threshold Number of shares of Common Stock which holders had the benefit of registration rights prior to the Company's January 13, 2003 bankruptcy filing and which shares of Common Stock cannot be resold pursuant to Rule 144(k) promulgated under the Securities Exchange Act of 1934 (the "Prior Registrable Common Stock," and collectively with the Common Stock issued or issuable upon the conversion of Class I Preferred Stock, the "Securities"), may request registration for sale under the Securities Act of 1933, as amended (the "Act"), of all or part of the Securities. In addition, subject to the provisions of this Section 1.1, at any time after the date hereof if the Company is then eligible to use Form S-3 for such purpose, a Purchaser or Purchasers holding at least 40% of the Registration Threshold Number of shares of Common Stock may request registration for sale under the Act of all or part of the Securities (a "Special S-3 Demand"); provided that the Company shall not be required to make any registration under this sentence if Form S-3 is, or becomes, unavailable for such purpose. Within ten days after receipt of a demand notice or a Special S-3 Demand pursuant to this Section 1.1(a), the Company shall notify the other holders of Securities that a registration demand has been made. Within 15 days after such notification is sent by the Company, any holder of Securities (a "Joining Holder") may request participation in the registration demanded. After such fifteenth day, the Company shall, as expeditiously as practicable, notify the other holders of the Securities that such registration has been requested and use its best efforts (i) to file with the Securities and Exchange Commission (the "SEC") under the Act, a registration statement on the trading day immediately preceding appropriate form (using Form S-3 or other "short form," if available) covering all the date that shares of Common Stock specified in the Demand Notice is sent to the Company demand request and any request made by a Joining Holder 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 cause such registration statement to be registered, (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 declared effective. The Company shall serve as the representative of the Holders (the “Demand Representative”). Any Demand Registration may (if specified in the Demand Notice), but need not, require the Company use its best efforts to 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.cause each

Demand Registration Rights. (a1.7.1. Section 7.1(a) If at any time beginning 14 months after the closing date of the IPOAgreement shall be amended in its entirety to read as follows: Subject to Section 7.1(c) below, 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 upon written requests to the Company notice (a “Demand Notice”) either from (A) any member of the Trimaran Group after one hundred eighty (180) days following the occurrence of an initial public offering (or such shorter period pursuant to which the underwriters require the Stockholders to be “locked-up” pursuant to Section 7.12) or (B) FS after (x) 2 years following, the occurrence of a Qualified Public Offering or (y) any time after the value of common stock of the Company, based on any daily closing price, previously sold to the public pursuant to registration statements or pursuant to Rule 144 under the Securities Act, exceeds $100 million, but not before 2 years following an initial public offering of the Company’s equity securities under the Securities Act (each of (A) and (B), the “Requesting Stockholder” and any Registrable Securities thereof to be included in such demand, the “Demand Securities”), the Company shall use all reasonable efforts to registereffect at the earliest possible date and maintain a registration of Registrable Securities held by the Requesting Stockholder, under its Permitted Transferees and any underwriter with respect to such Registrable Securities, in accordance with the provisions intended method or methods of disposition specified by the Requesting Stockholder (including, but not limited to, an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule) promulgated under the Securities Act, any or all of such Holders’ Registrable Securities pursuant to the terms of this Agreement (a “Demand Registration”); provided, howeverthat FS collectively shall be entitled to deliver an aggregate of up to two (2) Demand Notices and only for so long as FS holds 10% or more of the aggregate outstanding shares of common stock of the Company; provided further that if, after a Registration request pursuant to this Section 7.1 has been made, the Company has determined in good faith, after consultation with its outside legal counsel, that the filing of a Demand Registration may only be made if (i) request would require the Registrable Securities requested to be registered by the Holder(s) delivering the Demand Notice have an aggregate Market Value disclosure of at least $40,000,000 on the trading day immediately preceding the date that the Demand Notice is sent to material information which the Company and (ii) it has a bona fide business purpose for preserving as confidential, the Company shall not result in be obligated to effect a Registration pursuant to this Section 7.1 until the Holders requesting collectively more than two Demand Registrations in any consecutive 12-month period. Any Demand Notice must specify earlier of (A) the Registrable Securities proposed date upon which such material information is disclosed to the public by the Company or ceases to be registeredmaterial, or (B) the proposed method of distribution of forty-five (45) days after such Registrable Securitiesgood faith determination; provided, which may be by means of an underwritten offeringfurther, and (C) a single Person who shall serve as the representative of the Holders (the “Demand Representative”). Any Demand Registration may (if specified in the Demand Notice), but need not, require the Company to 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 Requesting Stockholder shall not have the right to include utilize the services of an underwriter unless the anticipated gross proceeds of the shares of Common Company Stock to be sold for its own account or shares owned offered exceed $25 million. The Requesting Stockholder requesting a Registration under this Section 7.1 may, at any time prior to the effective date of the registration statement relating to such Registration, revoke such request by other holders of Common Stock in any providing written notice thereof to the Company, which revocation shall not count as a demand registration under this Section 1.7. Notwithstanding anything to the contrary herein, FS’s right to deliver a Demand Registration Statement.Notice shall be subject to the following limitations and FS’s registration rights hereunder shall be subject to the following:

Demand Registration Rights. (a) If Subject to the provisions of this Section 1.1, at any time beginning 14 months after the closing date of the IPOhereof, 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 requests to the Company (a “Demand Notice”) to require the Company to register, under and in accordance with the provisions of the Securities Act, any or all of such Holders’ Registrable Securities pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that a Demand Registration may only be made if Purchasers holding (i) shares of the Registrable Securities requested to be registered by Company's Common Stock, $.001 par value (the Holder(s"Common Stock") delivering issued or issuable upon the Demand Notice have an aggregate Market Value conversion of at least $40,000,000 on 5 million in aggregate liquidation preference of Class I Convertible Preferred Stock (the trading day immediately preceding "Class I Preferred Stock") issued by the date that Company to certain of the Demand Notice is sent Purchasers pursuant to the Company and Purchase Agreement (the number of such shares being the "Registration Threshold Number"), or (ii) it shall the Registration Threshold Number of shares of Common Stock which holders had the benefit of registration rights prior to the Company's January 13, 2003 bankruptcy filing and which shares of Common Stock cannot result in be resold pursuant to Rule 144(k) promulgated under the Holders requesting Securities Exchange Act of 1934 (the "Prior Registrable Common Stock," and collectively more than two Demand Registrations in any consecutive 12-month period. Any Demand Notice must specify with the Common Stock issued or issuable upon the conversion of Class I Preferred Stock, the "Securities"), may request registration for sale under the Securities Act of 1933, as amended (A) the Registrable Securities proposed to be registered"Act"), (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 all or part of the Holders (Securities. In addition, subject to the “Demand Representative”). Any Demand Registration may (provisions of this Section 1.1, at any time after the date hereof if specified in the Demand Notice), but need not, require the Company is then eligible to register such Holders’ Registrable Securities on use Form S-3 for such purpose, a Purchaser or Purchasers holding at least 40% of the Registration Threshold Number of shares of Common Stock may request registration for sale under the Act of all or part of the Securities (a "Special S-3 Demand"); provided that the Company is eligible shall not be required to register the resale of the Registrable Securities on make any registration under this sentence if Form S-3 (is, or becomes, unavailable for such purpose. Within ten days after receipt of a demand notice or a similar successor form established by the CommissionSpecial S-3 Demand pursuant to this Section 1.1(a)). Subject to Section 2.5, the Company will have shall notify the right other holders of Securities that a registration demand has been made. Within 15 days after such notification is sent by the Company, any holder of Securities (a "Joining Holder") may request participation in the registration demanded. After such fifteenth day, the Company shall, as expeditiously as practicable, notify the other holders of the Securities that such registration has been requested and use its best efforts (i) to include file with the Securities and Exchange Commission (the "SEC") under the Act, a registration statement on the appropriate form (using Form S-3 or other "short form," if available) covering all the shares of Common Stock to be sold for its own account or shares owned by other holders of Common Stock specified in any Demand Registration Statement.the

Demand Registration Rights. If on any four (a4) If at any time beginning 14 occasions (which occasions shall in no event be less than six months apart from each other) after the earlier of (i) February 12, 1999 or (ii) six (6) months after the closing date of the IPO, a Resale Shelf Registration Statement holders of an aggregate of at least twenty percent (20%) of the Registrable Shares (excluding any shares of Series B Preferred Stock or any shares of Common Stock issued upon conversion of such Series B Preferred Stock) held collectively by the Series A Outside Investors and the Founding Investors or their respective Transferees (the "Series A Registrable Shares") or holders of an aggregate of at least twenty percent (20%) of the Registrable Shares (excluding any shares of Series A Preferred Stock or any shares of Common Stock issued upon conversion of such Series A Preferred Stock) held by the Series B Outside Investors or their respective Transferees (the "Series B Registrable Shares") (or other registration statementin the case of the IPO, holders of an aggregate of at least fifty-eight percent of the Series A or Series B Convertible Preferred Shares prior to conversion of such Shares of such series or holders of an aggregate of at least fifty-one percent (51%) registering of the resale Series A or Series B Registrable Shares following any such conversion) shall notify the Company in writing that it or they intend to offer or cause to be offered for public sale all or any portion of its or their Registrable Shares, the Company will notify 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 Investors of its receipt of such Holder(s) may make written requests to the Company (a “Demand Notice”) to require the Company to register, under and in accordance with the provisions of the Securities Act, any or all of notification from such Holders’ Registrable Securities pursuant to the terms of this Agreement (a “Demand Registration”Investor(s); provided, however, that the holders of the Series A Registrable Shares and Convertible Preferred Shares (as applicable), and the holders of the Series B Registrable Shares and Convertible Preferred Shares (as applicable), respectively, shall be entitled to exercise such rights on no more than two (2) occasions. If within thirty (30) days after their receipt of such notice any Investor requests the inclusion of some or all of the Registrable Shares owned by such Investor in such registration, the Company will use its best efforts to cause such Registrable Shares so requested (including the Registrable Shares held by the Investor(s) giving the initial notice of intent to register hereunder) to be registered under the Securities Act in accordance with the terms of this Section 4.2; provided, however, that unless such registration becomes effective, the Investors of the applicable series shall be entitled to require an additional registration pursuant to this Section 4.2; and, provided further that if the managing underwriter of the offering determines in good faith that a Demand Registration may only limitation on the number of shares to be made if underwritten is required, the shares to be excluded shall be determined in the following order of priority: (i) shares held by any Persons not having any such contractual, demand registration rights shall be excluded first, (ii) shares held by any Persons having contractual, demand registration rights pursuant to an agreement other than this Agreement shall be excluded second, (iii) shares registered for the benefit of the Company shall be excluded third, and (iv) Registrable Securities requested Shares sought to be registered included by the Holder(s) delivering Investors shall be excluded last and any reduction in such number shall be determined on a pro rata basis (based upon the Demand Notice aggregate number of Registrable Shares held by such holders). All expenses of such registrations and offerings and the reasonable fees and expenses of one independent counsel for all of the Investors as a group shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have an aggregate Market Value of at least $40,000,000 a material adverse effect on the trading day immediately preceding Company or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a registration statement requested pursuant to this Section 4.2 to become effective prior to 180 days following the effective date that the Demand Notice is sent to of a Registration Statement initiated by the Company and relating to the Company's IPO (ii) it shall not result in the Holders requesting collectively more than two Demand Registrations in or 90 days with respect to any consecutive 12-month period. Any Demand Notice must specify (A) the Registrable Securities proposed to be registered, (B) the proposed method of distribution of such Registrable Securities, which may be by means of an subsequent underwritten public 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 the Demand Notice), but need not, require if the request for registration has been received by the Company subsequent to register such Holders’ Registrable Securities on Form S-3 (provided the giving of written notice by the Company, made in good faith, to the Investors to the effect that the Company is eligible commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such period if the request pursuant to this Section 4.2 has been made prior to the expiration of such period. If so requested by any Investor in connection with a registration under this paragraph, the Company shall take such steps as are required to register the resale Investors' Registrable Shares for sale on a delayed or continuous basis under Rule 415, and also take such steps as are required to keep any registration effective until all of the Investors' Registrable Securities on Form S-3 (or a similar successor form established by Shares registered thereunder are sold. Notwithstanding the Commission)). Subject to Section 2.5foregoing, the Company will shall have no obligation to keep any registration effective more than 120 days after the right to include shares initial date of Common Stock to be sold for its own account or shares owned by other holders effectiveness of Common Stock in any Demand Registration Statementsuch registration.

Demand Registration Rights. (a1.7.1. Section 7.1(a) If at any time beginning 14 months after the closing date of the IPOAgreement shall be amended in its entirety to read as follows: Subject to Section 7.1(c) below, 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 upon written requests to the Company notice (a “Demand Notice”) either from (A) any member of the Trimaran Group after one hundred eighty (180) days following the occurrence of an initial public offering (or such shorter period pursuant to which the underwriters require the Stockholders to be “locked-up” pursuant to Section 7.12) or (B) FS after (x) 2 years following, the occurrence of a Qualified Public Offering or (y) any time after the value of common stock of the Company, based on any daily closing price, previously sold to the public pursuant to registration statements or pursuant to Rule 144 under the Securities Act, exceeds $100 million, but not before 2 years following an initial public offering of the Company’s equity securities under the Securities Act (each of (A) and (B), the “Requesting Stockholder” and any Registrable Securities thereof to be included in such demand, the “Demand Securities”), the Company shall use all reasonable efforts to registereffect at the earliest possible date and maintain a registration of Registrable Securities held by the Requesting Stockholder, under its Permitted Transferees and any underwriter with respect to such Registrable Securities, in accordance with the provisions intended method or methods of disposition specified by the Requesting Stockholder (including, but not limited to, an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule) promulgated under the Securities Act, any or all of such Holders’ Registrable Securities pursuant to the terms of this Agreement (a “Demand Registration”); provided, howeverthat FS collectively shall be entitled to deliver an aggregate of up to two (2) Demand Notices and only for so long as FS holds 10% or more of the aggregate outstanding shares of common stock of the Company; provided further that if, after a Registration request pursuant to this Section 7.1 has been made, the Company has determined in good faith, after consultation with its outside legal counsel, that the filing of a Demand Registration may only be made if (i) request would require the Registrable Securities requested to be registered by the Holder(s) delivering the Demand Notice have an aggregate Market Value disclosure of at least $40,000,000 on the trading day immediately preceding the date that the Demand Notice is sent to material information which the Company and (ii) it has a bona fide business purpose for preserving as confidential, the Company shall not result in be obligated to effect a Registration pursuant to this Section 7.1 until the Holders requesting collectively more than two Demand Registrations in any consecutive 12-month period. Any Demand Notice must specify earlier of (A) the Registrable Securities proposed date upon which such material information is disclosed to the public by the Company or ceases to be registeredmaterial, or (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 the Demand Notice), but need not, require the Company to 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.