Common use of Demand Registration Rights Clause in Contracts

Demand Registration Rights. a. The Company covenants and agrees that at any time after January 1, 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)

Demand Registration Rights. a. The Company covenants and agrees that (a) If, at any time after January 1180 days after the initial Public Offering of the Company’s equity securities, 2003 and after receipt (i) the holders of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion 25% of the Registrable Securities held by them the Investors, (ii) the holders of at least a majority of the Series B Registrable Securities, or (iii) the holders of at least a majority of the Series C Registrable Securities request the Company to file a registration statement under such circumstancesthe Securities Act of 1933, as amended (the “Securities Act”), covering the registration of Registrable Securities, the Company shall give notice (the "Registration Notice"1) to all of the Securityholders within thirty ten (3010) days notify all holders of the Company's receipt Registrable Securities of such registration request, request and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (152) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective so register under the Securities Act the Registrable Securities initially requested to be registered and remain effective for six the Registrable Securities of all other holders who request within twenty (620) months or such shorter period as may days after receiving the Company’s notice that their Registrable Securities be included therein, provided that the Company shall only be required to register securities under this Section 1 if the anticipated aggregate offering price of such offering of all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the is more than $5,000,000. The Company shall not be obligated to effect any more than two (2) such registration demand registrations requested by the holders of Registrable Securities, the holders of Series B Registrable Securities and the holders of Series C Registrable Securities pursuant to this Section 10.1 after the Company has effected one 1(a)(i), (1ii) and (iii) within any twelve-month period. The holders shall only have a right to make two (2) such registration demand registrations pursuant to this Section 10.1; provided1. (b) If the holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, furtherthey shall so advise the Company as a part of their request made pursuant to Section 1(a)(i), that (ii) or (iii), as applicable, and the Company shall include such information in the written notice referred to in Section 1(a)(1). In such event, the right of any holder to include such holder’s Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If the underwriter managing the offering determines that, because of marketing considerations, all of the Registrable Securities requested to be registered may not be included in the offering then, all holders of Registrable Securities who have requested registration shall participate in the offering pro rata based upon the number of Registrable Securities which they have requested to be so registered, it being acknowledged and agreed that any such pro rata reduction to be applied first, to shares other than Registrable Securities, which shares will not be included in the registration unless all Registrable Securities requested to be included in the initial registration have been included, second, to shares held by the holders of Registrable Securities (other than the Series A Registrable Securities, the Series B Registrable Securities and the Series C Registrable Securities) requested to be included in the registration, and third, one-third (1/3) from each of the Series A Registrable Securities, the Series B Registrable Securities and the Series C Registrable Securities, each such series as a separate class, with the reductions being made pro rata within each such class. (c) If the Company includes in any registration required under this Section 10.1(a) are not so included as 1 a result number of shares other than Registrable Securities that exceeds the provisions number of the final sentence Registrable Securities to be included, then such registration shall be deemed to be a registration under Section 2 instead of this Section 10.1(a1. In all other cases where the Company includes in such registration any shares other than Registrable Securities, such registration shall remain subject to this Section 1; provided, that in no event shall other shares be included if such inclusion would (i) prevent holders of Registrable Securities from registering all Registrable Securities requested by them or (ii) adversely affect the offering price of the Registrable Securities in such registration. (d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1 if the holders propose to dispose of shares of Registrable Securities that may immediately be registered on Form S-3 pursuant to a request made pursuant to Section 3 below. The Company shall not be obligated to register any Securities under this Agreement other than Common Shares (or, if applicable, the shares of common stock of any corporate successor of the Company). (e) Notwithstanding anything to the contrary set forth herein, if the Company shall furnish to holders requesting to register Registrable Securities a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Managers/Directors of the Company it would be materially detrimental to the Company and its stockholders for such registration statement to become effective or to remain effective as long as such registration statement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall be obligated have the right to effect one defer taking action with respect to such filing for a period of not more than ninety (190) additional registration pursuant to this Section 10.1. Furthermoredays after receipt of such request from the holders of Registrable Securities; provided, at any time that the Company shall be eligible to file a registration statement on Form S-3may not utilize this right more than once in any twelve-month period; and, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, howeverprovided further, that the Company shall not register any securities for the account of itself or any other Person during such ninety (90) day period other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or pursuant to a transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be obligated required to effect no more than such number be included in a registration statement covering the sale of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the Registrable Securities, or a registration in which the only Common Shares being registered are Common Shares issuable upon conversion of debt securities that are also being registered. (f) In the event that the initial Public Offering of the Company’s equity securities occurs on the Hong Kong H Share Market or on AIM (a market operated by the London Stock Exchange), the holders of Registrable Securities shall also have the right to request one (1)require the Company to register or list Registrable Securities for offer and sale on such market in a manner substantially similar to the manner set forth in Section 1(a)-(e) above and Section 6 below with respect to registrations under the Securities Act, with such changes as are reasonable to reflect the different procedures and regulations applicable to such market.

Demand Registration Rights. a. The Company covenants and agrees that If, at any time after January 1during the period commencing on the Issue Date and ending five (5) years thereafter, 2003 and after receipt of the Company shall receive a written request (a "Demand Registration “Request"”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) from a majority of the holder(stotal number of shares of Common Stock then included (or which upon such exercise would be included) of in the Registrable Securities (as defined below (togetherthe “Majority Holders”), to register the "Securityholders") constituting resale of at least fifty percent (50%) a majority of the Registrable Securities on such date then outstanding, the Company shall, as promptly as practicable, prepare and then eligible for inclusion in file with the Securities and Exchange Commission (“SEC”) a registration pursuant statement sufficient to this Section 10.1, stating that permit the Initiating Securityholders (as defined below) desire public offering and intend to have the Company register (a "Demand Registration") all or a portion sale of the Registrable Securities held by them under such circumstances, through the Company shall give notice (facilities of all appropriate securities exchanges and the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration requestover-the-counter market, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective under as promptly as practicable; provided that the Securities Act and remain effective for six (6) months or such shorter period as may Company shall only be required if all such obligated to register Registrable Securities covered by such registration statement are sold prior to the expiration of such six on two (6)-month period; provided, however, that no request may be made 2) occasions (at least 12 months apart) pursuant to this Section 10.1(a8(b). Within five (5) if within six (6) months prior to the date of such request business days after receiving a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentenceRequest, the Company shall not give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to effect file, a registration statement on any such date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to this which such person was given full “piggyback” registration rights in accordance with Section 10.1 after 8(c) hereof including without limitation the Company has effected one (1) such registration pursuant ability to this Section 10.1; provided, further, that to the extent that any include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the initial registration requested under this Section 10.1(acase of clause (ii)(A) are not so included as a result of the provisions of the final sentence of this Section 10.1(a)paragraph, the Company shall be obligated shall, as soon as practical, upon the first to effect one occur of the abandonment of such contemplated registration statement or the expiration of such ninety (190) additional registration pursuant day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this Section 10.1. Furthermoreparagraph, at any time that the Company shall be eligible to file a may not delay the filing of the registration statement on Form S-3, each Securityholder that then owns fifteen percent for more than thirty (15%30) or more days from the date of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of Request unless such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)Request is withdrawn.

Demand Registration Rights. a. The Company covenants and agrees that (a) If, at any time 180 days or more after January 1a Qualified IPO, 2003 and after receipt of the Company receives a written request (by the holders of a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) majority of the Registrable Securities on such date and then eligible for inclusion in a to effect the registration pursuant to this Section 10.1, stating that under the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion Securities Act of the Registrable Securities held by them under Securities, the Company shall follow the procedures described in this Section 10.2. Within five (5) days of its receipt of such circumstancesrequest, the Company shall give written notice of such proposed registration (the "Registration Notice"a “Demand Registration”) to all holders of the Securityholders within thirty (30) days of the Company's receipt of such registration requestRegistrable Securities, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day periodthereupon, the Company shall file shall, as promptly expeditiously as practicable a registration statement and possible, use its reasonable best efforts to cause such effect the registration statement to become effective on a form of general use under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to of the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have shares it has been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included register in the such initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated request and in any response to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request such notice given to the Company shall be entitled to have all or any number within 20 days after the Company’s giving of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")notice; provided, however, that the Company shall not be obligated required to effect no more than one Demand Registrations pursuant to this Section 10.2. (b) The Company may not be required to effect a registration pursuant to this Section 10.2 during the first 180 days after the effective date of any registration statement filed by the Company under Section 10.1 hereof if the holders of Registrable Securities requesting registration have been afforded the opportunity to register in such number registration all or a majority of Shelf Registrations their Registrable Securities. (c) The Company may include in any registration under this Section 10.2 any other shares of Common Stock (including issued and outstanding shares of stock as may be necessary to provide each and every Substantial Holder which the holders thereof have contracted with the right Company for “piggyback” registration rights) so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter of the shares of the stockholder or stockholders first demanding registration (if the offering is underwritten), interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the stock sought to request one (1)be registered by such demanding stockholder or stockholders pursuant to this Section 10.2.

Demand Registration Rights. a. The Company covenants and agrees that (a) During the term of this Agreement, at any time after January 1, 2003 and from time to time from and after receipt of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (togetherdate hereof, the "Securityholders") constituting at least fifty percent (50%) 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 Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that Qualifying Provinces and/or the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") United States of all or a any portion of the Registrable Securities held by them under such circumstancesthe Holder (a “Demand Registration”), the Company shall give by giving written notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause Demand Registration to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"“Demand Notice”); 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 be obligated shall, in its sole discretion, have the right to effect require the sale by the Holder of all of its Registrable Securities pursuant to such Demand Registration. (b) 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/or a Registration Statement under the U.S. Securities Act, as applicable, and promptly thereafter take such number of Shelf Registrations other steps as may be necessary in order to provide each effect the Distribution in one or more of the Qualifying Provinces of all or any portion (as may be reduced pursuant to Section 2.3) of the Registrable Securities of the Holder requested to be included in such Demand Registration. The Parties shall cooperate in a timely manner in connection with any such Distribution and every Substantial Holder with the right procedures set forth in Section 2.6 shall apply to request one such Distribution. (1)c) The Company shall not be obliged to effect a Demand Registration:

Demand Registration Rights. a. The (a) Any Holder may, subject to the terms hereof, request the Company covenants in writing (each such request, a “Demand”) to effect a registration with the SEC under and agrees that at any time after January 1, 2003 and after receipt in accordance with the provisions of a written request (a "Demand Registration Request") from the holder(s) Securities Act of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) all or part of the Registrable Securities on Beneficially Owned by such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register Holder (a "“Demand Registration") all or a portion ”). The Demand shall specify the aggregate number of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all shares of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any so registered on behalf of such Securityholder by notice Holder. For purposes of this Agreement, Holders shall be deemed to have made a Demand, effective as of the Restatement Date, with respect to all of the Registrable Securities (the “Closing Demand”); provided, however, that notwithstanding Section 2(b) of this Agreement, (x) with respect to the shares of Common Stock of the Company underlying the Sixth Amendment Warrants and the Convertible Notes, the Company will use best efforts to file a registration statement on Form S-3 (or amend an existing registration statement) with respect thereto not later than ninety (90) days following the Restatement Date. Any request received by the Company from a Holder as provided in this Section 2(a) shall be deemed to be a “Demand” for purposes of this Agreement, unless the Company, in accordance with the terms of this Agreement, shall have notified such Holder in writing, prior to its receipt of such request from such Holder, of its intention to register securities with the SEC, in which case the request from such Holder shall be governed by Section 3 hereof, not this Section 2. All Demands to be made by a Holder pursuant to this Section 2(a) and any notifications by the Company pursuant to the preceding sentence must be based upon a good faith intent of such Holder or the Company, as the case may be, to effect the sale of securities pursuant to such registrations as promptly as practicable after the date of the Demand or notification, as the case may be, in accordance with the terms of this Agreement. (b) After receipt of a Demand from a Holder, the Company shall use its best efforts to prepare and file a Registration Statement for the Registrable Securities so requested to be registered. With respect to the Closing Demand, the Company shall use its best efforts to prepare and file a Registration Statement for the Registrable Securities within fifteen (15) 90 days after and use its best efforts to cause such Registration Notice is sent Statement to become effective (i) 120 days, in the event that the Registration Statement consists of an amendment to an existing S-3 previously filed by the Company (subject or 150 days in the event such amendment to an existing Registration Statement is reviewed by the provisions SEC) or (ii) 150 days, in the event that the Registration Statement consists of a newly filed S-3 (or 180 days in the final sentence of this Section 10.1(a)event such newly filed Registration Statement is reviewed by the SEC). After such fifteen (15)-day periodWith respect to any other Demand, the Company shall use its best efforts to prepare and file as promptly as practicable a registration statement Registration Statement for the Registrable Securities within 90 days and use its reasonable best efforts to cause such registration statement Registration Statement to become effective under within 150 days (or 180 days in the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to event the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective Registration Statement is reviewed by the SEC; provided, further, that, subject ). (c) Notwithstanding anything in this Agreement to the following sentencecontrary, the Company shall not be obligated required to effect any such registration file a Registration Statement for Registrable Securities pursuant to a Demand: (i) if the Company shall have previously effected a Demand Registration at any time during the immediately preceding ninety (90) day period; (ii) if the Company shall have previously effected a registration of Registrable Securities to be issued and sold by the Company at any time during the immediately preceding ninety (90) day period (other than a registration on Form X-0, Xxxx X-0 or Form S-3(with respect to dividend reinvestment plans and similar plans) or any successor forms thereto); (iii) during the pendency of any Blackout Period; (iv) during the pendency of any Ineligibility Accommodation Period; (v) if the Company shall have, on or after the Restatement Date, previously effected four (4) Demand Registrations pursuant to the terms of this Agreement; (vi) if the aggregate value of the Registrable Securities to be registered pursuant to a Demand Registration does not equal at least $2,500,000; or (vii) if the Registrable Securities that are the subject of the Demand are the subject of an effective Shelf Registration. (d) The Company shall be permitted to satisfy its obligations under this Section 10.1 after 2 by amending (to the extent permitted by applicable law) any Shelf Registration previously filed by the Company has effected one under the Securities Act so that such Shelf Registration (1as amended) shall permit the disposition (in accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a Demand shall have been made. Notwithstanding the foregoing, the Company shall have no obligation under this Agreement to file any Shelf Registration. (e) A requested Demand Registration shall not be deemed to count as a Demand Registration described in Section 2(c)(ii) hereof if: (i) such registration has not been declared effective by the SEC or does not become effective in accordance with the Securities Act, (ii) after becoming effective, such registration is materially interfered with by any stop order, injunction or similar order or requirement of the SEC or other governmental agency or court for any reason not attributable to a Holder and does not thereafter become effective, (iii) the conditions to closing specified in any underwriting agreement entered into in connection with such Demand Registration are not satisfied or waived other than by reason of an act or omission on the part of a Holder, or (iv) the Holder making a Demand shall have withdrawn its Demand or otherwise determined not to pursue such registration, provided that, in the case of this clause (iv), such Holder shall have reimbursed the Company for all of its out- of-pocket expenses incurred in connection with such Demand. (f) If the lead managing underwriters of an Underwritten Offering made pursuant to this Section 10.1; provided, further, that a Demand shall advise the Holder making a Demand in writing (with a copy to the extent Company) that marketing or other factors require a limitation on the number of shares of Registrable Securities which can be sold in such offering within a price range acceptable to the Holder, then (i) if the Company shall have elected to include any securities to be issued and sold by the Company or sold on behalf of any of the Company’s security holders excluding such Holder (“Other Rights Holders”) in such Registration Statement, then the Company shall reduce the number of securities the Company shall intend to issue and sell (and, if applicable, the number of securities being sold on behalf of the Other Rights Holders) pursuant to such Registration Statement such that the total number of securities being sold by each such party shall be equal to the number which can be sold in such offering within a price range acceptable to such Holder, and (ii) if the Company shall not have elected to include any securities to be issued and sold by the Company or sold on behalf of Other Rights Holders in such Registration Statement or if the reduction referred to in the previous clause (i) shall not be sufficient, then, the Holder shall reduce the number of Registrable Securities requested to be included in such offering to the initial registration number that the lead managing underwriter advises can be sold in such offering within a price range acceptable to the Holder. The Holder shall not be required to reduce the number of Registrable Securities requested under this Section 10.1(ato be included in any such offering until the number of securities referred to in the previous clause (i) are not so included as a result of the provisions of the final sentence of this Section 10.1(ashall have been reduced to zero (0), the Company shall be obligated to effect one (1) additional registration . A requested Demand reduced pursuant to this Section 10.12(f) shall count as a Demand Registration described in Section 2(c)(ii) hereof. FurthermoreIn the event that a requested Demand Registration so reduced does not result in at least $2,500,000 in aggregate gross sales proceeds being received by the Holder, at any time such requested Demand Registration shall not be deemed to count as a Demand Registration described in Section 2(c)(ii) hereof, Provided that Holders shall have reimbursed the Company shall be eligible to file a registration statement on Form S-3for all of its out-of- pocket expenses incurred in the preparation, each Securityholder that then owns fifteen percent (15%) or more filing and processing of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)Statement.

Demand Registration Rights. a. The Company covenants and agrees that at any time (a) Subject to Section 7.1(c) below, upon written notice after January 1, 2003 and after receipt one hundred eighty (180) days following the occurrence of a written request Qualified Public Offering (a "Demand Registration Request") or such shorter period pursuant to which the underwriters require the Stockholders to be “locked-up” pursuant to Section 7.12), from any member of the holder(s) of Trimaran Group (the “Requesting Stockholder” and any Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause thereof to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day perioddemand, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a“Demand Securities”), the Company shall be obligated use all reasonable efforts to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file earliest possible date and maintain a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request held by the Requesting Stockholder, its Permitted Transferees and any underwriter with respect to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC Securities, in accordance with the Securities Act for 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 (a "Shelf Registration" and such request a "Shelf Registration Request"Act); provided, howeverthat 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 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 no more than a Registration pursuant to this Section 7.1 until the earlier of (A) the date upon which such number material information is disclosed to the public by the Company or ceases to be material, or (B) forty-five (45) days after such good faith determination; provided, further, that the Requesting Stockholder shall not have the right to utilize the services of Shelf Registrations an underwriter unless the anticipated gross proceeds of the shares of Company Stock to be 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 providing written notice thereof to the Company. (b) In connection with any Registration requested pursuant to this Section 7.1, (i) the Requesting Stockholder shall have the right, subject to Section 7.1(a), to designate the managing underwriter(s) and (ii) the Company shall take such other actions, including, without limitation, listing such shares of Company Stock for trading on any securities exchange or national market system (to the extent such shares are not then listed on a securities exchange or national market system) and registering or qualifying such shares of Company Stock under state securities laws, as may be necessary reasonably requested by the Requesting Stockholder. If the Requesting Stockholder consents to provide each the inclusion of offers and every Substantial Holder sales of any other securities in a Registration of shares of Company Stock by the Requesting Stockholder pursuant to this Section 7.1 and the underwriter(s) retained in connection with such Registration advise the Company in writing that such offering would be materially and adversely affected by the inclusion of such securities, the Requesting Stockholder may in its sole discretion exclude all or some of such securities from such offering; provided that this sentence shall not apply to shares of Company Stock included in any such Registration pursuant to the exercise of rights pursuant to Section 7.2. (c) Notwithstanding anything to the contrary, any Registration requested by the Requesting Stockholder pursuant to this Section 7.1 shall not be deemed to have been effected (and, therefore, not requested for purposes of this Section 7.1(c)), (x) unless it has become effective, provided, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal to proceed by the Requesting Stockholder (other than a refusal to proceed based upon the advice of counsel relating to a matter with respect to the Company) shall be deemed to have been effected by the Company at the request of such Requesting Stockholder unless the Requesting Stockholder shall have elected to pay all Registration Expenses in connection with such registration, (y) if after it has become effective such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by the Requesting Stockholder and, as a result thereof, the shares of Company Stock requested to be registered cannot be completely distributed in accordance with the right plan of distribution set forth in the related registration statement or (z) if the closing pursuant to request one (1the purchase agreement or underwriting agreement entered into in connection with such Registration does not occur. Any Registration of Registrable Securities effected pursuant to Section 7.2 by a Stockholder exercising its rights pursuant to Section 7.2 shall not be deemed to have been requested by a Requesting Stockholder for purposes of this Section 7.1(c).

Demand Registration Rights. a. The Company covenants and agrees that (i) In addition to the registration rights afforded by Section 1(a) above, at any time commencing six months after January 1the closing of the IPO (the "Demand Date"), 2003 DSC shall be entitled to demand in writing that the Company effect a registration under the Securities Act and after receipt of a written under such state securities laws as DSC may reasonably request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating provided that the Initiating Securityholders (as defined belowCompany shall not be required to consent to general service of process in any jurisdiction where it is not then so subject) desire and intend to have the Company register (a "Demand Registration") in respect of all or a portion part of the Registrable Securities held by them under DSC, provided that (A) such circumstancesdemand registration right shall apply only if the amount of Registrable Securities to be registered (1) constitutes at least 20% of the amount of Registrable Securities owned by DSC or (2) has an anticipated aggregate offering price (before underwriters' fees, commissions and discounts) of at least $20,000,000, (B) the Company shall give notice (the "Registration Notice") not be obligated to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a1(b) until a period shall have been declared elapsed from the effective date of the most recent previous registration statement under the Securities Act with respect to a public offering of equity securities of the Company (a "Prior Public Offering") equal to the greater of (1) 120 days and (2) the shortest period of any lockup of shareholders of the Company required by the SEClead managing underwriter of such Prior Public Offering (the "Holdback Period") and (C) if, while a registration request is pending pursuant to this Section 1(b), the Board of Directors of the Company makes a good faith determination that the filing or effectiveness of a registration statement would require the public disclosure of material information, the disclosure of which would adversely affect the Company, the Company shall not be required to effect a registration pursuant to this Section 1(b) until such material information is disclosed to the public or ceases to be mate rial; provided, further, thathowever, subject to that the following sentenceforegoing delay shall in no event exceed 120 days. Notwithstanding the foregoing provisions of Section 1(b), the Company shall not be obligated to effect any such registration more than three registrations pursuant to this Section 10.1 1(b)(i). (ii) At any time after the Company has effected one (1) such registration pursuant to this Section 10.1; providedDemand Date, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company DSC shall be entitled to have all or any number of such Securityholder's Registrable Securities included demand in writing that the Company effect a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of all or part of its Registrable Securities on Form S-3 or any similar short-form (a "Shelf Registration" Short-Form") registration statement ("Short-Form Registrations"), if available, specifying in the request the number of Registrable Securities to be registered by DSC and the intended method of distribution thereof (such request a notice is hereinafter referred to as an "Shelf Registration S-3 Holder Request"); provided, however, that the Company shall be obligated to effect no more than a registration of Registrable Securities pursuant to this Section 1(b)(ii) only if the anticipated aggregated offering price for such Registrable Securities is in excess of $10,000,000, provided, further, that the Company shall not be obligated to file and use its reasonable best efforts to cause to become effective a registration statement pursuant to this Section 1(b) until a period equal to the Holdback Period shall have elapsed from the effective date of the Prior Public Offering. The holders of Registrable Securities will be entitled to request an unlimited number of Shelf Short-Form Registrations. After the Company has become subject to the reporting requirements of the Securities Exchange Act of 1934, the Company will use its reasonable best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. (iii) If, in connection with any underwritten offering pursuant to this Section 1(b), the managing underwriter thereof advises the Company in writing that in its opinion the number of securities (including, for purposes of this Section 1(b), securities of the Company which the Company has proposed to include in such offering) proposed to be included in such offering should be limited due to market conditions, the Company will promptly so advise all holders seeking to participate in such offering, and securities shall be excluded from such offering in the following order until such limitation has been met: (A) securities requested to be included in such offering by holders other than DSC, if any, shall be excluded until all such other securities shall be so excluded, (B) securities that the Company has elected to include in such offering, if any, shall be excluded until all such securities have been excluded, and, (C) thereafter, any Registrable Securities requested to be included in such offering shall be excluded pro rata, based on the respective number of Registrable Securities as may be necessary to provide which registration has been so requested by each and every Substantial Holder holder thereof. (iv) If a requested registration pursuant to this Section 1(b) involves an underwritten offering, the holders of a majority of Registrable Securities included in such registration shall have the right, with the right approval of the Company (which approval shall not be unreasonably withheld), to request one (1)select the managing underwriter for such offering.

Demand Registration Rights. a. The Company covenants and hereby agrees with the Buyer or its permitted transferees (collectively, the “Holders”) that at any time after January 1the Closing, 2003 and after receipt of a upon the written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) notice of the Registrable Securities on such date and then eligible for inclusion in Holders holding a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have majority of the Company register Class A Ordinary Shares issued in connection with the private placements concurrently with the Closing (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances“Requesting Holders”), the Company shall give notice shall, within forty-five (the "Registration Notice") to all of the Securityholders within thirty (3045) days of the Company's receipt of such registration requestwritten notice, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective providing for six the proposed resale of such Company Class A Ordinary Shares (6) months or such shorter period as may be required if the “Requested Shares”), all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant extent requisite to this Section 10.1(a) if within six (6) months prior to permit the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective sale or other disposition by the SECprospective seller or sellers of the Requested Shares; provided, further, that, subject to the following sentence, provided that the Company shall not be obligated to effect any such registration pursuant under any one of the following conditions: a) During the period starting with the date sixty (60) days prior to this Section 10.1 after the Company’s estimated date of filing of, and ending on the date immediately following the effective date of, any registration statement pertaining to securities of the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file other than a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included securities in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to transaction under Rule 415 145 promulgated under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"“Rule 145”) or with respect to an employee benefit plan); provided, however, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; b) After the Company has effected two (2) such registrations pursuant to this Section 4.01 and each such registration has been declared or ordered effective; c) If any such Requesting Holders may dispose of shares of Registrable Securities pursuant to an effective registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”); or d) The Company shall not undertake, or be obligated required to effect no more undertake, any action to qualify, register or list any securities on any exchange other than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)exchange on which its securities are traded at the time.

Demand Registration Rights. a. The Company covenants and agrees that at At any time on or after January 100, 2003 -------------------------- 0000, xxxx xx (x) XXX, (xx) the HPA Group collectively, and after receipt of (iii) Occidental shall be entitled, respectively, to request a written request registration (a "Demand Registration RequestDEMAND REGISTRATION") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (no less than 50%) % of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the its Registrable Securities held by them under such circumstancesClass I Stockholder, and at such time as the Company qualifies for registration of securities on Form S-3 or any successor short-form, one additional registration for a period not to exceed 180 days on such form. In such event, the Company shall give notice shall: (i) as soon as reasonably practicable, and at its expense as set forth in Section 6 hereof, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the "Registration Notice") to sale and distribution of all or such portion of the Securityholders within thirty (30) days of the CompanyClass I Stockholder's receipt of such registration request, and the Company shall cause to be included Registrable Securities as are specified in such registration all request on the form specified in such request covering the Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen Securities; (15ii) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective effective, as soon as practicable after receipt of the request of the Class I Stockholder, for six the period necessary to effectuate the distribution contemplated by the Class I Stockholder; and (6iii) months at the request of the Class I Stockholder or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior the Manager, enter into and perform its obligations under an underwriting or purchase agreement (the "UNDERWRITING AGREEMENT") in customary form for secondary offerings of common stock, and otherwise reasonably acceptable to the expiration parties, with the Manager (acting for itself and/or a group of such six (6)-month period; providedsyndicate of underwriters) and the Class I Stockholder. Notwithstanding the foregoing, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all delay any such Demand Registration if (i) the Company has determined in good faith that in view of pending negotiations or any number other material developments regarding the Company not otherwise required to be made public, disclosure of such Securityholder's information is not in the best interest of the Company (in which case the delay in filing a Demand Registration may not exceed 90 days); (ii) the Company has initiated discussions with an underwriter regarding the sale of securities of the same class or convertible into the same class as the Registrable Securities included in a registration with registered primary public offering, in which case the SEC in accordance with Demand Registration may be delayed for up to 180 days from the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and effectiveness of such request a "Shelf Registration Request"); providedprimary public offering, however, provided that the Company shall be obligated to effect no may not invoke the provision of clause (i) for more than an aggregate of 120 days in any twelve-month period, and may not invoke the delay in clause (ii) more than once in any such number period. In addition, to the extent a Demand Registration is a "shelf" registration, the Company may interrupt such registration for the reasons set forth above, provided that sales under such shelf registration shall in all events be permitted for an aggregate of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)180 days if requested.

Demand Registration Rights. a. (a) The Company covenants and agrees that Company, upon written demand (“Demand Notice”) of the Majority Holders at any time after January 1, 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) of Company is eligible to register the Registrable Securities (as defined below (togetheron Form S-3, the "Securityholders") constituting at least fifty percent (50%) agrees to register on one occasion all of the Registrable Securities on Form S-3. On such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstancesoccasion, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to will file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of a post-effective amendment to such registration statement covering the Registrable Securities then outstanding within forty-five (45) days after receipt of a "Substantial Holder") that shall make a written request to the Company shall be entitled Demand Notice and use its Reasonable Commercial Efforts to have all such registration statement or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")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 one hundred eighty (180) days after such offering is consummated. The Company shall not be required to effect a registration pursuant to this Section 8.2(a) if: (i) the Company has effected one registration pursuant to this Section 8.2(a), and such registration has been declared or ordered effective; or (ii) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or the Chairman of the Board 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 effected at such time, in which event the Company shall have the right to defer the filing of the registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Majority Holders under this Section 8.2(a), provided, however, that the Company shall not utilize this right more than once in any twelve (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 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 agrees to use its Reasonable 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 effect 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 more than such number of Shelf Registrations as may longer be necessary used due to provide each and every Substantial Holder with the right to request one (1)a material misstatement or omission.

Demand Registration Rights. a. The Company covenants and agrees that at any time after January 1, 2003 and after receipt of a written request (a "Demand Registration Request"a) from For so long as the holder(s) of Registrable Securities (as defined below (togetherInvestor meets the 2.5% Threshold, the "Securityholders") constituting at least fifty percent (50%) of Investor may require the Registrable Securities on such date and then eligible for inclusion in a registration pursuant Corporation to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities then held by them under the Investor and its Affiliates by filing a Registration Statement and a Prospectus and taking such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period other steps as may be required if necessary to facilitate a Distribution of all such or any portion of the Registrable Securities covered held by the Investor or its Affiliates. (b) Any such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made effected pursuant to this Section 10.1(a9.1 is referred to herein as a "Demand Registration." (c) if within six Any such request shall be made by a notice in writing (6a "Request") months prior to the date Corporation and shall specify the number and the class or classes of Registrable Securities to be sold (the "Designated Registrable Securities") by the Investor, the intended method of disposition, whether such request offer and sale shall be made by an underwritten public offering and the jurisdiction(s) in which the filing is to be effected. The Corporation shall, subject to Applicable Securities Laws, use its commercially reasonable efforts to file within 30 days after receipt of the Request: (i) a registration statement Registration Statement in compliance with applicable U.S. Securities Laws and (ii) a Prospectus in compliance with applicable Canadian Securities Laws, in order to permit the Distribution of all of the Designated Registrable Securities of the Investor specified in a Request. The parties shall cooperate in a timely manner in connection with such Distribution 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 twelve (12) month period; provided that for purposes of this Section 9.1, a Demand Registration pursuant to this Section 10.1(awhich the Designated Registrable Securities are to be sold shall not be considered as having been effected until (1) shall have the Registration Statement has been declared effective by the SECSEC and (2) a receipt has been issued by the Canadian Securities Authorities for the Prospectus and has not been withdrawn or suspended; or (ii) a Demand Registration in the event the Corporation determines in its good faith judgment, after consultation with its financial and legal advisors, that (A) either (I) the effect of the filing of a Registration Statement and Prospectus would have a material adverse effect on the Corporation because such action would materially interfere with a material acquisition, 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 Registration Statement and Prospectus at such time, in which case the Corporation's obligations under this Section 9.1 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, further, that, subject to the following sentencethat after any initial Blackout Period, the Company shall Corporation may not be obligated to effect invoke a subsequent Blackout Period until 12 months have elapsed from the end of any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1previous Blackout Period; provided, further, that the Corporation shall not register any securities for its own account or that of any other stockholder during such 90-day period other than pursuant to a Registration Statement on Form S-8 or other registration solely relating to an offering or sale to employees or directors of the extent that Corporation pursuant to any employee stock plan or other employee benefit arrangement. (e) In the case of an underwritten public offering of Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration initiated pursuant to this Section 10.1. Furthermore9.1, at any time that the Company Investor shall be eligible have the right to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%select the managing underwriter(s) or more managing agent(s) and the counsel retained which shall perform such offering. (f) The Investor shall have the right to withdraw its request for inclusion of the its Registrable Securities then outstanding (a "Substantial Holder") that shall make a in any Registration Statement and Prospectus pursuant to this Section 9.1 without incurring any liability to the Corporation or any other Person by giving written notice to the Corporation of its request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")withdraw; provided, however, that that: (i) such request must be made in writing ten (10) Business Days prior to the Company execution of the underwriting agreement (or such other similar agreement) with respect to such offering; and (ii) such withdrawal shall be obligated irrevocable. (g) For the avoidance of doubt, the registration rights granted pursuant to effect no more than such number the provisions of Shelf Registrations as may this Section 9.1 shall be necessary in addition to provide each and every Substantial Holder with the right registration rights granted pursuant to request one (1)Section 9.2, below.

Demand Registration Rights. a. The Company covenants and agrees that (a) If for any reason the SEC does not permit all of the Registrable Shares to be included in a Mandatory Registration Statement filed pursuant to Section 2, or for any other reason at any time after January 1any Registrable Shares are not able to be covered or resold pursuant to an effective Mandatory Registration Statement, 2003 and after receipt (i) Form SB-2 (or other equivalent or applicable form) is then available for the registration of a written request such Registrable Shares and (a "Demand Registration Request"ii) the Company shall receive from the holder(sany Investors (including for this purpose their Affiliates) of Registrable Securities who hold (as defined below (together, the "Securityholders"or who together hold) constituting at least fifty twenty-five percent (5025%) of the then outstanding Registrable Securities on such date and then eligible for inclusion in Shares a written request or requests (a “Demand Notice”) that the Company effect a registration pursuant to this Section 10.1, stating that the Initiating Securityholders on Form SB-2 (as defined below) desire and intend to have the Company register (a "or other equivalent or applicable form)(a “Demand Registration") ”), or any successor or substitute form, with respect to all or a portion part of the Registrable Securities held Shares owned by them under such circumstancesInvestor(s), then the Company shall will promptly give written notice (of the "Registration Notice") proposed registration and the Investor’s or Investors’ request therefor to all of the Securityholders other Investors, and use best efforts to effect such registration, as soon as practicable and in any event within thirty (30) days days, of all or such portion of such Investors’ Registrable Shares as are specified in such request, together with all or such portion of the Company's receipt Registrable Shares of such registration request, and the Company shall cause to be included any other Investor or Investors joining in such registration all Registrable Securities requested to be included therein request as are specified in a written request given by any such Securityholder by notice received by the Company other Investor or Investors within fifteen (15) days Business Days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration receipt of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to written notice from the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")Company; provided, however, that the Company may temporarily suspended the use of such registration statement for the same reasons and on the same terms as described in Section 2(b) above. The Company shall not be required to effect more than three (3) registrations pursuant to this Section 2A(a) during any consecutive twelve (12) month period. (b) It shall be obligated a condition precedent to the obligations of the Company to register Registrable Shares for the account of an Investor pursuant to this Section 2 or Section 3 that such Investor furnish to the Company such information regarding itself and the Registrable Securities held by it, and, if different from Annex A, the method of disposition of such securities as shall be required to effect no more than the registration of such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)Investor’s Registrable Securities.

Demand Registration Rights. a. The Company covenants and agrees that at with the Placement Agent and any time after January 1, 2003 and after receipt other or subsequent Holders of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below in paragraph (togetherf) of this Section 8) that, subject to the availability of audited financial statements which would comply with Regulation S-X under the Securities Act, upon written request of the then Holder(s) of at least a majority of the Warrants or the Registrable Securities, or both, which were originally issued to the Placement Agent or its designees, made at any time within the period commencing on the Issue Date and ending five years after the Issue Date, the Company will file 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 "SecurityholdersAmendment") constituting at least fifty percent to a registration statement, or a new registration statement which shall be on Form S-3 if the Company is then eligible to use Form S-3, or a Regulation A Offering Statement (50%an "Offering Statement") of under the Securities Act, registering or qualifying the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within sale. Within fifteen (15) days after receiving any such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentencenotice, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) other Holder unless such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included other holder shall accept such offer by notice in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request writing to the Company shall be entitled within ten (10) days thereafter. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to have all file and cause to become effective such Amendment, registration statement or any number Offering Statement as promptly as practicable and for a period of such Securityholder's Registrable Securities included nine months thereafter to reflect in a the Amendment, registration with the SEC statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Securities Act for an offering on and any facts or events arising that, individually, or in the aggregate, represent a delayed fundamental and/or material change in the information set forth in the Amendment, registration statement or continuous basis pursuant Offering Statement to Rule 415 under enable any Holders of the Securities Act (a "Shelf Registration" Warrants to either sell such Warrants or to exercise such Warrants and sell Shares, or to enable any holders of Shares to sell such request a "Shelf Registration Request"); providedShares, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)during said nine-month period.

Demand Registration Rights. a. The Company covenants and agrees that (a) Subject to the provisions of this Section 1.1, at any time after the date hereof, Purchasers holding (i) shares of the Company’s Common Stock, $.001 par value (the “Common Stock”) issued or issuable upon the conversion of at least $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 113, 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 written request (demand notice or a "Special S-3 Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances1.1(a), the Company shall give notice 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 "Registration Notice"“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 specified in the demand request and any request made by a Joining Holder and (ii) to all of the Securityholders within thirty (30) days of the Company's receipt of cause such registration requeststatement to be declared effective. The Company shall use its best efforts to cause each offering pursuant to this Section 1.1(a) (other than one arising from a Special S-3 Demand) to be managed, and on a firm commitment basis, by a recognized regional or national underwriter. If the managing underwriter advises the Company shall cause or any holder electing to participate in the demand registration offering, as the case may be, in writing that in their opinion the amount of common stock requested to be included in such registration all Registrable Securities requested exceeds the amount which can be sold effectively in such offering, the common stock to be included therein by any such Securityholder by notice received by shall be reduced pro rata among the Company within fifteen (15) days after such Registration Notice is sent by electing holders based on the Company (subject number of shares of common stock each requested to the provisions of the final sentence of this Section 10.1(a))have included. After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the The Company shall not be obligated required to effect any such comply with (A) more than two requests for demand registration pursuant to this Section 10.1 after the 1.1(a) (other than a Special S-3 Demand) or (B) in any 12-month period more than one Special S-3 Demand. The Company has effected one (1) shall not be required to keep any such registration statement effective in excess of 60 days after it is declared effective by the SEC or after completion of the distribution of the Common Stock so registered, whichever is earlier. The Company shall not be required to effect a demand registration under the Act pursuant to this Section 10.1; provided, further, that 1.1(a) if (i) the Company receives such request for registration within 120 days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company’s Board of Directors prior to the extent that Company’s receipt of such request; (ii) within 180 days prior to any Registrable Securities requested to be included in the initial such request for registration, a registration requested under this Section 10.1(a) are not so included as a result of securities of the provisions Company has been effected in which Purchasers had the right to participate pursuant to Section 1.2 hereof; or (iii) the Board of Directors of the final sentence Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of this Section 10.1(a), all (or substantially all) the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more assets of the Registrable Securities then outstanding (Company, or a "Substantial Holder") that shall make a written request to merger, reorganization, recapitalization, or similar transaction materially affecting the Company shall be entitled to have all capital structure or any number equity ownership of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")Company; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1(a)(iii) for a period not exceeding 90 days (or until such earlier time as such transaction is consummated or no longer proposed). The Company shall promptly notify Purchasers in writing of any decision not to effect any such request for registration pursuant to this Section 1.1(a), which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify Purchasers as soon as a demand registration may be effected. (b) Purchasers may withdraw a request for demand registration at any time before a registration statement is declared effective, in which event the Company shall withdraw such registration statement. If the Company withdraws a registration statement under this Section 1.1(b) in respect of a registration for which the Company would otherwise be required to pay expenses under Section 1.4 hereof, Purchasers shall be obligated liable to effect no more than the Company for all expenses of such registration specified in Section 1.4 hereof in proportion to the number of Shelf Registrations as may shares each of the Purchasers shall have requested to be necessary registered, and Purchasers shall not be deemed to provide each and every Substantial Holder with the right have requested a demand registration for purposes of Section 1.1(a) hereof unless Purchasers fail to request one (1)pay such expenses.

Demand Registration Rights. a. The Company covenants and agrees that (a) Subject to the provisions of this Section 1.1, at any time after January 1the date hereof, 2003 and after receipt Purchasers may request registration for sale under the Act of a written request all or part of the Common Stock, no par value, of the Company (a "Demand Registration RequestCommon Stock") from then held by Purchasers or issuable to Purchasers pursuant to exercise of the holder(s) Warrant of Registrable Securities even date herewith, issued by the Company to Purchasers pursuant to the Purchase Agreement (as defined below (together, the "SecurityholdersWarrant"). The Company shall thereafter, as expeditiously as practicable, use its best efforts (i) to file with the Securities and Exchange Commission (the "SEC") constituting at least fifty percent under the Securities Act of 1933, as amended (50%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 specified in the Registrable Securities demand request and (ii) to cause such registration statement to be declared effective. The Company shall use its best efforts to cause each offering pursuant to this Section 1.1 to be managed, on such date and then eligible a firm commitment basis, by a recognized regional or national underwriter. The Company shall not be required to comply with more than two (2) requests by Purchasers for inclusion in a demand registration pursuant to this Section 10.1, stating that 1.1(a). (b) The Company shall not be required to effect a demand registration under the Initiating Securityholders Act pursuant to Section 1.1(a) above if (as defined belowi) desire and intend to have the Company register (receives such request for registration within 120 days preceding the anticipated effective date of a "Demand Registration") all or a portion proposed underwritten public offering of securities of the Registrable Securities held Company approved by them under such circumstances, the Company shall give notice (the "Registration Notice") Company's Board of Directors prior to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company ; (ii) within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) 6 months prior to the date of any such request for registration , a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after of securities of the Company has been effected one (1) such registration in which Purchasers had the right to participate pursuant to this Section 10.11.2 hereof; provided, further, that to or (iii) the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result Board of Directors of the provisions Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) the assets of the final sentence of this Section 10.1(a)Company, or a merger, reorganization, recapitalization, or similar transaction materially affecting the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) capital structure or more equity ownership of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")company; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1(b)(iii) for a period not exceeding 3 months (or until such earlier time as such transaction is consummated or no longer proposed). The Company shall promptly notify Purchasers in writing of any decision not to effect any such request for registration pursuant to this Section 1.1(b), which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify Purchasers as soon as a demand registration may be effected. (c) Purchasers may withdraw a request for demand registration at any time before a registration statement is declared effective, in which event the Company shall withdraw such registration statement (and Purchasers shall not be deemed to have requested a demand registration for purposes of Section 1.1(a) hereof). If the Company withdraws a registration statement under this Section 1.1(c) in respect of a registration for which the Company would otherwise be required to pay expenses under Section 1.4(b) hereof, Purchasers shall be obligated liable to effect no more than the Company for all expenses of such registration specified in Section 1.4(b) hereof in proportion to the number of Shelf Registrations as may shares each of the Purchasers shall have requested to be necessary registered, and Purchasers shall not be deemed to provide each and every Substantial Holder with the right to request one (1)have requested a demand registration for purposes of Section 1.1(a) hereof.

Demand Registration Rights. a. (1) The Company covenants and agrees that BAT Group Permitted Holders (each, a "Demand Shareholder") may, at any time after January 1and from time to time, 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have require the Company register (to file a "Demand Registration") Prospectus or a Registration Statement to facilitate a secondary offering in Canada and/or the United States, as applicable, of all or a any portion of the Registrable Securities held by them under such circumstanceseach Demand Shareholder (a "Demand Registration"), the Company shall give by giving written notice (the a "Registration Demand Notice") of such Demand Registration to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request. The Company shall, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day periodapplicable Securities Laws, the Company shall file use its commercially reasonable efforts to, as promptly as practicable a registration statement but in any event no more than 60 days following receipt of such Demand Notice, file one or more Prospectuses and/or Registration Statements, as applicable, and use its reasonable best efforts to cause take such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period other steps as may be required if reasonably necessary under applicable Securities Laws in order to permit the distribution of all such Registrable Securities covered by such registration statement are sold prior to or any portion of the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in such Demand Registration, provided that a Demand Registration shall not be deemed to have been effected until the initial registration requested issuance of a receipt for a final Prospectus filed by the Company (or in the case of a prospectus supplement, until the filing thereof) or the effectiveness of the Registration Statement, as applicable. The Parties shall cooperate in a timely manner in connection with such Prospectus Distribution and the procedures in Schedule C shall apply to any Demand Registration. (2) The Company shall not be obliged to effect: (a) more than four Demand Registrations in total; (b) more than one Demand Registration in any one 12-month period; (c) a Demand Registration in the event the Board determines in good faith, acting reasonably and after receiving the advice of counsel, that: (i) either (A) the effect of the filing of a Prospectus and/or Registration Statement would impede the ability of the Company to consummate a significant transaction (including, without limitation, a financing, an acquisition, a restructuring or a merger) or proceed with negotiations or discussions in relation thereto, or (B) there exists at the time material non-public information relating to the Company the disclosure of which the Company believes would be materially adverse to the Company and the Company has a bona fide business purpose for preserving such information as confidential; and (ii) it is therefore in the best interests of the Company to defer the filing of a Prospectus and/or Registration Statement at such time; in which case the Company's obligations under this Section 10.1(a6.1 shall be deferred for a period of not more than 90 days from the date of receipt of the Demand Notice, provided that the Company shall not be permitted to defer the filing of a Prospectus and/or Registration Statement under this Section 6.1(2)(c)(ii) for a period of more than 120 days in the aggregate in any twelve consecutive months; or (d) a Demand Registration in respect of a number of Registrable Securities that is expected to result in gross proceeds of less than $20,000,000. (3) Any Demand Notice shall: (a) specify the number of Registrable Securities the Demand Shareholders intend to offer and sell; (b) express the intention of the Demand Shareholders to offer or cause the offering of such Registrable Securities, subject to the offering being on terms acceptable to the BAT Group Permitted Holders; (c) describe the nature or methods of the proposed offer and sale thereof, the Canadian provinces and territories in which such offer will be made, and whether such offer will be made in the United States; (d) contain the undertaking of such Demand Shareholders to provide all such information regarding their holdings and the proposed manner of distribution thereof as may be required in order to permit the Company to comply with all applicable Securities Laws; and (e) specify whether such offer and sale shall be made by an underwritten public offering. (4) In the case of an underwritten public offering initiated pursuant to this Section 6.1, the BAT Group Representative shall have the right to select the managing underwriter or underwriters of such Registrable Securities; provided, that such selection shall also be reasonably satisfactory to the Company. The Company shall have the right to retain counsel of its choice to assist it in fulfilling its obligations under this Article 6. (5) The Company shall be entitled to include Shares which are not so included Registrable Securities in any Demand Registration provided that the Company must provide to the BAT Group Representative notice of its decision to include such Shares within five Business Days of receipt of a Demand Notice pursuant to Section 6.1(3) (provided that if such Demand Registration is to be effected as a result "bought deal", the Company shall respond consistent with the time periods typical for transactions of the provisions of the final sentence of this that nature). (6) Except as set forth in Section 10.1(a6.1(5), the Company shall be obligated not include in any Demand Registration (or Prospectus or Registration Statement filed in connection with any Demand Registration) any securities which are not Registrable Securities without the prior written consent of the Demand Shareholders. (7) In the case of an underwritten Demand Registration, the BAT Group Representative has the right to effect one participate in the negotiations of the terms of any underwriting agreement. The BAT Group Representative's participation in, and the Company's completion of, the underwritten Demand Registration, is conditional upon the BAT Group Representative agreeing that the terms of any underwriting agreement are satisfactory to it, in its sole discretion. (1) additional registration pursuant to this Section 10.1. Furthermore8) If required by the lead underwriter in respect of an underwritten Demand Registration, at any time that the Company shall be eligible agree to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more customary standstill of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number 90 days in the applicable underwriting agreement, subject to customary exceptions, to be agreed upon between the Company and the lead underwriter, both acting reasonably, including, but not limited to, the granting of Shelf Registrations as may be necessary awards pursuant to provide each and every Substantial Holder with the right to request one (1)Company's Equity Incentive Plans in favour of the management, directors, employees or consultants of the Company.

Demand Registration Rights. a. The Company covenants and agrees that (a) From the date hereof until the Trigger Time, at any time after January 1and from time to time, 2003 and after receipt the Holder, subject to the limitations of this Section 2.2 of this Schedule 3, to the extent permitted by applicable Law, shall be entitled to make no more than, during any twelve-month period, two written requests of the Company for the Company to file a Prospectus under applicable securities Laws and/or, if the Company is not eligible under applicable Law to register Registrable Securities by way of a written request (Registration Statement on Form S-3 pursuant to Section 2.1, a "Demand Registration Request") from Statement other than a Shelf Registration Statement under the holder(s) of Registrable Securities (Act and take such other steps as defined below (together, the "Securityholders") constituting at least fifty percent (50%) may be necessary to facilitate a secondary offering in one or more of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1Qualifying Provinces and/or the United States, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") applicable, of all or a any portion of the Registrable Securities held by them under such circumstancesthe Holder (a “Demand Registration”), the Company shall give by giving written notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause Demand Registration to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a“Demand Notice”)). After such fifteen . (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6b) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the The Company shall not be obligated obliged to effect any such registration pursuant to this Section 10.1 a Demand Registration: (i) within a period of three months after the date of completion of a Distribution in respect of which either a Demand Notice or Piggy-Back Notice was delivered; (ii) if, in the Company’s reasonable judgment, it is not feasible for the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to proceed with a Demand Distribution because of the extent that unavailability of audited or other required financial statements or financial information or disclosure of the Company or any Registrable Securities requested other Person required to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration Prospectus pursuant to this Section 10.1. Furthermoreapplicable Law or any other disclosure required pursuant to applicable securities Laws; provided, at any time that the Company shall use its commercially reasonable efforts to obtain such financial statements or other disclosure as promptly as practicable; (iii) during any black-out period in which the Company is not permitted to issue securities or insiders of the Company are restricted from trading in securities of the Company under applicable Law, the Company’s xxxxxxx xxxxxxx policy or any other applicable policy of the Company; or (iv) if the Demand Registration is expected to result in gross proceeds of less than $50 million, unless the number of Registrable Securities to be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen included in the Demand Distribution represents five percent (15%) or more of the Registrable Securities Common Shares then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"fully diluted basis); provided, however, that if the Holder provides a reasonably detailed written notice to the Company advising the Company that Altria has determined based on information not reasonably available to it as at the date of this Agreement and after consultation with its outside legal counsel, a nationally recognized firm, that the holding of an investment in the Company by any member of the Altria Group under this Agreement or any of the Transaction Agreements would reasonably be expected to result in a violation of, or any material liability, other than any liability arising from obligations required to be performed by the Altria Group under this Agreement or any of the Transaction Agreements, to the Altria Group under applicable Law and such violation or liability, in the reasonable determination of Altria, after consultation with its outside legal counsel, a nationally recognized firm, could not reasonably be expected to be cured (other than a disposition of the Common Shares beneficially owned by the Altria Group to a third party) by commercially reasonable efforts to do so, which notice outlines the basis upon which the Altria Group has reached the above referenced determination, then the Company shall not be obligated able to effect no refuse a Demand Notice solely on the basis of the limitations included in Section 2.2(b)(i) and Section 2.2(b)(iii) of this Schedule 3. (c) The Company shall be entitled to postpone a Demand Registration (upon written notice to the Holder) in the event the Company Board reasonably determines in its good faith judgment that there exists a Valid Business Reason, in which case the Company’s obligations under this Section 2.2 of this Schedule 3 shall be deferred for a period of not more than 90 days from the date of receipt of the Demand Notice; provided, however, that (A) the Company shall give written notice to the Holder: (x) of its determination to postpone filing of the Prospectus and/or 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 at which it determines the Valid Business Reason to no longer exist; and (B) the Company shall not qualify or register any securities offered by the Company during such period. (d) A Demand Notice shall: (i) specify the number of Shelf Registrations 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) the minimum offering price per Registrable Security that the Holder, acting reasonably, would be willing to accept in such Demand Registration; (v) contain the undertaking of the Holder to provide all such information regarding the Holder, its holdings and the proposed manner of distribution thereof and to take all such other actions as may be necessary required in order for the Company, the Holder and the Distribution to provide each comply with all applicable Laws; and (vi) specify whether such offer and every Substantial Holder with sale will be made on an underwritten or fully-marketed basis. (e) In the case of an underwritten public offering initiated pursuant to this Section 2.2 of this Schedule 3, the Company shall have the right to select the managing underwriter(s) and other 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 have the right to retain counsel of its choice to assist it in fulfilling its obligations under this Article II of this Schedule 3. (f) Subject to Section 2.4 of this Schedule 3, Common Shares other than Registrable Securities may be included in any Demand Registration. (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 securities of the Company other than pursuant to the Share Incentive Plan, or acquire any securities of the Company, whether for its own account or for the account of another securityholder, from the date of a Demand Notice until the date of the closing of the sale of the Registrable Securities in accordance with a Demand Registration (unless the Holder withdraws its request one (1for qualification or registration of its Registrable Securities pursuant to such Demand Registration in accordance with Section 2.5(a) of this Schedule 3).

Demand Registration Rights. a. The Company covenants and agrees that (a) If, at any time after January 1commencing on the second anniversary of the Closing Date or any earlier date pursuant to which the Merger will continue to qualify as a reorganization within the meaning of Section 368(a) of the Code (as determined by the Company and its counsel), 2003 Allax Xxxxx xx Eric Xxxxxxx xxxuest that the Company file a registration statement under the Securities Act of 1933, as amended (the "Act"), for all or part of the shares of Common Stock held by Allax Xxxxx xxx/or Eric Xxxxxxx xx the date of such request (including, without limitation, any shares received by Allax Xxxxx xx Eric Xxxxxxx xx an additional payment pursuant to Section 1.05 of the Merger Agreement), provided that the number of shares covered by such request equals or exceeds 250,000 shares, the Company shall use its best efforts to register under the Act the shares of Common Stock held by Allax Xxxxx xx Eric Xxxxxxx xxxuested to be registered in accordance with the procedures outlined in Section 4 hereof. The Company shall effect an aggregate maximum of three such demand registrations, provided that no such demand may be requested within six months of any prior demand; PROVIDED, further, that if the Company defers any such registration request (an "Initial Registration Request") pursuant to Section 1(b)(i), then the Initial Registration Request and after receipt such registration made following such deferral but initiated by the Initial Registration Request shall, together, constitute one demand registration hereunder. (b) With respect to each demand registration right exercised by Allax Xxxxx xxxsuant to Section 1(a) hereof, the Company hereby agrees to promptly give notice of a written request the exercise of such demand registration right (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30Eric Xxxxxxx. Xxth respect to each demand registration right exercised by Eric Xxxxxxx xxxsuant to Section 1(a) days of the Company's receipt of such registration requesthereof, and the Company hereby agrees to promptly give a Demand Registration Notice to Allax Xxxxx. Xxon receipt by Allax Xxxxx xx Eric Xxxxxxx (xxe "Notice Recipient") of a Demand Registration Notice, the Notice Recipient shall cause have the right to be included participate in such demand registration all Registrable Securities requested by providing notice of its intent to be included therein by any such Securityholder by notice received by so participate to the Company within fifteen (15) days after such Registration Notice is sent following the date of receipt by the Company (subject to the provisions Notice Recipient of the final sentence of this Demand Registration Notice. The participation by the Notice Recipient in such demand registration shall not constitute an additional demand registration hereunder. (c) If Allax Xxxxx (xxthout Eric Xxxxxxx) xxercises the first two demand registration rights pursuant to Section 10.1(a))1(a) hereof, then Eric Xxxxxxx (xxt not Allax Xxxxx) xxall have the right to exercise the third demand registration right pursuant to Section 1(a) hereof. After such fifteen If Eric Xxxxxxx (15)-day periodxxthout Allax Xxxxx) xxercises the first two demand registration rights pursuant to Section 1(a) hereof, then Allax Xxxxx (xxt not Eric Xxxxxxx) xxall have the right to exercise the third demand registration right pursuant to Section 1(a) hereof. (d) Notwithstanding the foregoing, (i) if the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts furnish to cause such registration statement to become effective under the Securities Act and remain effective for six (6holder(s) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request requesting a registration statement pursuant to this Section 10.1(a1(a) shall a certificate signed by an officer of the Company stating that in the good faith judgment of the Company it would have been declared effective by a materially adverse impact on the SEC; provided, further, that, subject business of the Company and be materially adverse to its shareholders for such registration statement to be filed and it is therefor essential to defer the following sentencefiling of such registration statement, the Company shall have the right to defer such filing for a period of not be obligated to effect any more than 120 days from the date of the request of such holder(s) requesting such registration pursuant and (ii) no holder shall be allowed to this exercise its registration rights set forth in Section 10.1 after 1(a) within 180 days from the date that the Company has effected one registered any shares of Common Stock or any securities similar to Common Stock for its own or others' account under the Act (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file other than a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) S-4 or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all S-8 or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with substitute form that may be adopted by the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under and Exchange Commission (the Securities Act (a "Shelf Registration" and such request a "Shelf Registration RequestCommission"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1).

Demand Registration Rights. a. The (a) If the Company covenants and agrees that at any time after January 1, 2003 and after receipt of shall receive a written request (a "Demand Registration Request"specifying that it is being made pursuant to this Section 3.1) from the holder(s) Holders of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the outstanding Registrable Securities on (the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities, or any lesser percentage if the anticipated aggregate offering proceeds, net of Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of such date request and then eligible for inclusion shall use its best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered under the Securities Act in accordance with this Section 3.1. Notwithstanding the foregoing, (1) the Company shall not be obligated to effect a registration pursuant to this Section 10.13.1, stating that (i) during the Initiating Securityholders period starting with the date ninety (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (3090) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's receipt of such registration requestsecurities, and provided that the Company shall cause to be included is actively employing in such registration good faith all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under and that the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by Company's estimate of the date of filing such registration statement are sold is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the expiration second anniversary of such six (6)-month period; provided, however, that no request may be made the closing date of the sale of Series B Preferred pursuant to this Section 10.1(athe Series B Agreement, and (2) if within six (6) months prior 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 date of such request Company or its Holders for a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included filed in the initial registration requested under this Section 10.1(a) are not so included as a result of near future, then the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated Company's obligation to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible use its best efforts to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled deferred for a period not to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act exceed one hundred eighty (a "Shelf Registration" and such request a "Shelf Registration Request")180) days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect no not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such number of Shelf Registrations as may be necessary until the registration statement to provide each which it relates has been declared effective by the Securities and every Substantial Holder with the right to request one Exchange Commission (1"SEC"), except that if, after it has been declared effective, such offering

Demand Registration Rights. a. The Company covenants 3.1 In addition to, and agrees that not in lieu of, the Piggyback Registration Rights set forth under Section 2, at any time after January 1, 2003 and after receipt of during the Registration Period the Shareholders may deliver to the Company a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all any or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty Covered Shares owned by such Demanding Shareholders (30as hereinafter defined). The requisite Shareholders making such demand are hereinafter referred to from time to time as the "Demanding Shareholders." 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 Shareholders) days with the SEC under the Securities Act, covering such number of the Company's receipt of such registration request, and Covered Shares as the Company shall cause Demanding Shareholders request to be included in such registration statement and to take all Registrable Securities requested necessary steps to be included therein by any have such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a))Covered Shares qualified for sale under state securities or blue sky laws. After such fifteen (15)-day periodFurther, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause have such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; providedSEC (within the meaning of the Securities Act) as soon as practicable thereafter and shall take all necessary action (including, furtherif required, thatthe filing of any supplements or post-effective amendments to such registration statement) to keep such registration statement effective to permit the lawful sale of such Covered Shares included thereunder for the period set forth in Section 5 hereof, subject subject, however, to the following sentencefurther terms and conditions set forth in Sections 3.3, 3.4, 3.5, 3.6, 3.7 and 3.8 hereof. 3.2 No later than 10 days after the receipt of the Demand Registration Request, the Company shall notify all the Shareholders who have not be obligated to effect any joined in such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result request of the provisions proposed filing, and such Shareholders may, if they desire to sell any of the final sentence of this Section 10.1(a)Covered Shares owned by them, the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request by notice in writing to the Company shall be entitled given within 30 days after receipt of such notice from the Company, elect to have all or any number portion of such Securityholder's Registrable Securities their Covered Shares included in the registration statement. 3.3 The Shareholders, in the aggregate, may exercise the Demand Registration Rights in this Section 3 three times. 3.4 In the event that preparation of a registration statement is commenced by the Company in response to the exercise by the Demanding Shareholders of the Demand Registration Right, but such registration statement is not filed with the SEC, either at the instance or request of the Company or at the request of the Demanding Shareholders for any reason, the Demanding Shareholders shall not be deemed to have exercised the Demand Registration Right pursuant to this Section 3. 3.5 In the event that any registration statement filed by the Company with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act provisions of this Section 3 is withdrawn prior to the completion of the sale or other disposition of the Covered Shares included thereunder, then the following provisions, whichever applicable, shall govern: (a "Shelf Registration" and a) If such withdrawal is effected at the instance or upon the request a "Shelf Registration Request"); providedof the Company for any reason other than the failure of all of the Demanding Shareholders to comply with their obligations hereunder with respect to such registration, however, that then the filing thereof by the Company shall be obligated excluded in determining whether the Shareholders have exercised any of their Demand Registration Rights hereunder with respect to effect no more than the filing of such number registration statement. (b) If such withdrawal is effected at the instance or upon the request of Shelf Registrations as may the Demanding Shareholders, then the filing thereof by the Company shall be necessary deemed an exercise of the Demand Registration Right with respect to provide each the filing of such registration statement. 3.6 The Company shall bear and every Substantial Holder 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 5 hereof (including, without limitation, registration fees, blue sky qualification fees and expenses, exchange listing fees and expenses, legal fees and expenses (including the legal fees and expenses of one law firm selected by the Selling Shareholders), printing costs, costs of any special audits or accounting fees), but excluding the Selling Shareholder's pro rata share of underwriting discounts and commissions with respect to its Covered Shares included therein. The Selling Shareholders shall have the right to request one (1)select the Underwriter and selling agents in connection with such registration. 3.7 In the event of the exercise by the Shareholders of their Demand Registration Right, if the Company after receipt of the Demand Registration Request determines to include other securities of the Company for offer and sale by the Company, for its own account, in the registration statement to be filed pursuant to the exercise by the Shareholders of their Demand Registration Right, then the filing of such registration statement by the Company with the SEC shall be deemed an exercise by the Shareholders of their Piggyback Registration Rights under Section 2 of this Agreement and not an exercise of their Demand Registration Right under this Section 3. 3.8 Whenever a decision or election is required to be made hereunder by the Demanding Shareholders or the Selling Shareholders, such decision or election shall be made by a majority vote of the Covered Shares owned by such Demanding Shareholders or the Selling Shareholders, as the case may be.

Demand Registration Rights. a. The Company covenants and agrees that at If on any time two (2) occasions ----------- -------------------------- (which occasions shall in no event be less than six months apart from each other) after January 1the earlier of (i) two (2) years after the date of this Agreement or (ii) three (3) months after the closing of the Company's first public offering pursuant to a registration statement under the Securities Act, 2003 and after receipt of Investors holding a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) majority in interest of the Registrable Securities on such date and Shares then eligible for inclusion held by all of the Investors shall notify the Company in a registration pursuant to this Section 10.1, stating writing that the Initiating Securityholders (as defined below) desire and it or they intend to have the Company register (a "Demand Registration") offer or cause to be offered for public sale all or a any portion of the its or their Registrable Securities held by them under such circumstancesShares, the Company shall give notice (the "Registration Notice") to will notify all of the Securityholders Investors and the Founders (including for purposes of this Section 5.2 all Permitted Transferees) of its receipt of such notification from such Investors. If within thirty (30) days of the Company's after their receipt of such registration request, and notice any Investor or Founder requests the Company shall cause to be included inclusion of some or all of the Registrable Shares owned by such Investor or Founder in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day periodregistration, the Company shall file as promptly as practicable a registration statement and will use its reasonable best efforts to cause such registration statement Registrable Shares so requested (including the Registrable Shares held by the Investor(s) or Founder(s) giving the initial notice of intent to become effective register hereunder) to be registered under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to in accordance with the expiration terms of such six (6)-month periodthis Section 5.2; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of unless such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence-------- ------- becomes effective, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company Investors shall be obligated entitled to effect one (1) require an additional registration pursuant to this Section 10.15.2; and, provided further that if such -------- ------- registration is underwritten and the underwriter determines that a limitation on the number of shares to be underwritten is required, the first shares to be excluded from such registration shall be any shares registered for the benefit of the Company, and thereafter any shares which the Investors and the Founders have requested to be registered shall be limited, to the extent necessary, based upon the respective holdings of Registrable Shares of the Investors and Founders proposing to sell. FurthermoreAll expenses of such registrations and offerings (including the reasonable fees and expenses of one independent counsel for the Investors as a group, at and the Founders as a group, selected in the manner contemplated by Section 5.1) shall be borne by the Company. The Company may postpone the filing of any time 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 a material adverse effect on the 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 5.2 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors to the effect that the Company shall be eligible is commencing to file prepare a Company-initiated Registration Statement (other than a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) effected solely to implement an employee benefit plan or more a transaction to which Rule 145 or any other similar rule of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 Commission under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"is applicable); provided, however, that the Company shall be obligated use its best efforts to effect achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.2 has been made prior to the expiration of such 90-day period. If so requested by any Investor or Founder in connection with a registration under this paragraph, the Company shall take such steps as are required to register the Investors' and the Founders' 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' and the Founders' Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration pursuant to this Section 5.2 effective more than 120 days after the initial date of effectiveness of such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)registration.

Demand Registration Rights. a. The Company covenants and agrees that at any time after January 1, 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. FurthermoreIf, at any time that while there still remain Registrable Shares, the Company shall be is no longer eligible to file use or, notwithstanding its obligations under Section 5.1(a), otherwise ceases to maintain an effective Shelf Registration Statement, without limiting the rights of the Stockholders hereunder, within ten (10) days after a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more Stockholder’s written request to Register the resale of a specified amount of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 Shares under the Securities Act (a "Shelf “Demand Notice”), the Company will file a Registration Statement, on an appropriate form which the Company is then eligible to use, to Register the resale of such Registrable Shares, which Registration Statement will (if specified in the Demand Notice) contemplate the ability of such requesting Stockholder to effect an Underwritten Offering in accordance with Section 5.1(b) (each such Registration" and such request , a "Shelf Registration Request"“Demand Registration”); provided, however, that the Stockholders together shall not be entitled to request more than eight (8) Demand Registrations (with KKR and the KKR Investors together being entitled to make, or cause to be made, four (4) of such eight (8) Demand Registrations, and General Atlantic and the GA Investors together being entitled to make, or cause to be made four (4) of such eight (8) Demand Registrations). A request that (i) does not result in an effective Registration Statement under the Securities Act that has remained effective for a period of at least 180 days or such shorter period in which all Registrable Shares included in such Demand Registration have actually been sold thereunder (provided that such period shall be extended for a period of time equal to the period the holder of Registrable Shares refrains from selling any securities included in such registration statement at the request of the Company or the lead managing underwriter pursuant to the provisions of this Agreement (an “Extension Period”)) or (ii) if, after it has become effective, such Demand Registration becomes subject, prior to 180 days after effectiveness (plus any Extension Period), to any stop order, injunction or other order or requirement of the SEC or other governmental authority, other than by reason of any act or omission by the requesting Stockholder shall not be counted as a utilized request for purposes of the limits in the preceding sentence. Each Demand Notice will specify the number of Registrable Shares proposed to be offered for sale, the intended method of distribution thereof and the estimated gross proceeds of such Demand Registration, which may not be less than $50 million, or, if less, all of the Registrable Shares held by the requesting Stockholder. Subject to Section 5.8, the requesting Stockholder may change the number of Registrable Shares proposed to be 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 SEC, so long as such change would not reduce the estimated gross proceeds of the Demand Registration to less than $50 million. The Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with have the right to request one (1)satisfy a Demand Notice by filing a Shelf Registration Statement.

Demand Registration Rights. a. The (a) At any time after a Qualified IPO (the “Demand Period”), each of the Principal Investors may on up to three (3) occasions make a written request of the Company covenants (a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of Registrable Securities held by such Party or Parties, as the case may be, provided that such Registrable Securities shall have proposed offering proceeds for such offering that equal or exceed the lesser of (i) the remaining shares of Common Stock owned by such Principal Investor and agrees that (ii) US $50 million (or US $10 million in the event the Company is able to register such Registrable Securities on Form S-3). (b) In addition to the Demand Requests pursuant to Section 6.1(a), either Altoma or Chesapeake may make one (1) request for registration under the Securities Act of the Common Stock held by them at any time after January 1the date that is eighteen (18) months after the Effective Date and prior to the date that notice relating to a Demand IPO has been given as provided in Section 5.1, 2003 and after receipt of a written request registration statement for a Qualified IPO has been filed or a Qualified IPO has been consummated, provided that (a "Demand Registration Request"i) from the holder(s) of such Registrable Securities shall have proposed offering proceeds for such offering that equals or exceeds the price paid by CCMP for the Common Stock pursuant to the Stock Purchase Agreement (as defined below such price paid per share by CCMP is appropriately adjusted to reflect any stock splits, stock dividends or other similar recapitalizations), (togetherii) the offering to be undertaken by either Altoma or Chesapeake does not involve a primary offering of Common Stock by the Company, and (iii) the corporate governance rights of CCMP, including without limitation, those contained in this Agreement and the Company’s certificate of incorporation, shall survive such offering. The respective rights of Altoma or Chesapeake set forth in this Section 6.1(b) shall terminate and be of no further force and effect if the Board of Directors of the Company recommends a transaction that would result in a Qualified IPO occurring prior to August 15, 2011, and such party votes against the proposed transaction. For the avoidance of doubt, the "Securityholders"obligations of the Company pursuant to this Section 6.1(b) constituting at least fifty percent (50%) shall be limited to the registration of the Registrable Securities on such date and then eligible for inclusion in pursuant to a registration pursuant statement effective with the Commission only, and the Company shall have no obligation to list or market such Registrable Securities hereunder. (c) The Company may defer the filing (but not the preparation) of a registration statement required by this Section 10.1, stating that 6.1 until a date not later than 60 days after the Initiating Securityholders Required Filing Date (as defined below) desire and intend to have if (i) at the time the Company register (a "receives the Demand Registration") all or a portion of the Registrable Securities held by them under such circumstancesRequest, the Company shall give notice or its Subsidiaries are engaged in confidential negotiations, other confidential business activities or is otherwise in possession of material non-public information, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the "Registration Notice") to all Board of Directors of the Securityholders within thirty Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders, (30ii) days an investment banking firm advises the Company that effecting such registration would materially and adversely affect an offering of securities of the Company's receipt , or (iii) prior to receiving the Demand Request, the Board of such registration request, Directors had determined to effect a registered underwritten public offering of the Company’s equity securities for the Company’s account and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen had taken substantial steps (15) days after such Registration Notice is sent by the Company including, but not limited to, selecting (subject to the provisions 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 final sentence filing of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a6.1(c) shall be lifted, and the requested registration statement shall be filed forthwith, if: in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated; in the case of a deferral pursuant to clause (ii) 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 (iii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this subsection (c), the Company shall promptly, upon determining to seek such deferral, deliver to a requesting holder a certificate signed by the president or chief executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 6.1(c) and the basis therefor in reasonable detail. Within twenty (20) 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 made for all purposes of this Agreement. Notwithstanding the foregoing, the Company may not defer the filing of a registration statement pursuant to this Section 6.1(c) more than twice every 12 months. (d) Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold. Subject to this Section 6.1(d), the Company shall use its commercially reasonable efforts to file the Demand Registration within 60 days after receiving a Demand Request (the “Required Filing Date”) and shall use all commercially reasonable efforts to cause the same to be declared effective by the SECCommission as promptly as practicable after such filing, provided that the Company need effect only one Demand Registration at any time in accordance with this Section 6.1. The Company shall pay all of its fees, costs and expenses, other than underwriting discounts and commissions, related to any such Demand Registration; provided, furtherhowever, thatif the Demand Registration is subsequently withdrawn by the Party or Parties initiating the Demand Registration, subject the Party or Parties may decide either (i) to pay pro rata any expenses of such registration and retain their rights to such Demand Registration or (ii) to elect to have the Company bear such expenses (in which event such Demand Registration shall count as one of such Party’s demands for Demand Registration). (e) Notwithstanding anything to the following sentencecontrary contained in this Agreement, the Company shall not be obligated required to effect register any such registration Person’s Registrable Securities pursuant to this Section 10.1 after a Demand Registration unless such Person accepts the terms of the underwriting agreement, if any, between the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to and the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)Underwriter.

Demand Registration Rights. a. The Company covenants and agrees that (i) Subject to Section 6.1(a)(ii), at any time after January 1and from time to time following the one year anniversary of an Initial Public Offering, 2003 and after receipt if the Company receives written notice from either (A) holders of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities Class A Common Stock (as defined below (togetherin Section 8.1(e)) who, immediately prior to the "Securityholders") constituting at least fifty percent (50%) Initial Public Offering, constituted the holders of a majority of the Registrable Securities on such date Shares of the Series A, B and then eligible for inclusion in a registration pursuant to this Section 10.1E Preferred Stock, stating that the Initiating Securityholders or (B) holders of Class B Common Stock (as defined belowin Section 8.1(e)) desire who immediately prior to the Initial Public Offering, constituted the holders of a Majority of the Shares of the Series C and intend to have D Preferred Stock, which notice demands the Company register (a "Demand Registration") registration of all or a any portion of the Registrable Securities Common Stock, Conversion Stock or Warrant Shares held by them 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 such circumstancesthe Securities Act), then the Company shall give notice promptly (the "Registration Notice") to all of the Securityholders and in any event within thirty (30) 10 days of the Company's 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 requestany shares of Common Stock, and the Company shall 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 included in such prepared a registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by statement, file and obtain a receipt for the Company within fifteen registration statement as soon as practicable (15) but not later than 90 days after the date of such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(ademand)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use exercise its reasonable best efforts to cause file a final registration statement, to obtain a receipt therefor as soon as practicable thereafter and to have such registration statement to become declared effective as soon as practicable thereafter, under the Securities Act and remain 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 effective for six (6) months date of the registration statement or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior later time pursuant to the expiration method of such six (6)-month perioddisposition specified in the demand for registration; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 10.1 after 6.1(a) unless the Company has effected one (1) shall have received requests for such registration of such Shares having a minimum anticipated aggregate net offering price (based on the then market price of the Common Stock and customary underwriter's discounts and commissions, if applicable) of $20.0 million, subject, however, to the 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 foregoing, the holders of Class B Common Stock shall be entitled to exercise the registration rights contained herein solely with respect to the Class A Common Stock issuable upon conversion of such Class B Common Stock. The Class B Common Stock shall be automatically converted into Class A Common Stock upon the consummation of an underwritten offering 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 (y) 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 Market Cut Back and the Company's rights under Section 6.1(a)(ii)), then the Series C and D Holders shall not have the right to 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 the Commission or any other governmental authority, such registration shall be deemed not to have been effected unless such stop order, injunction or other order shall subsequently have been vacated or otherwise removed. The holders of a Majority of the Shares of the Series A, B and E Preferred Stock 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 underwritten offering pursuant to a registration statement filed pursuant to this Section 10.1; provided6.1(a). (ii) (A) If, furtherupon receipt of a registration request pursuant to Section 6.1(a)(i), that the Company is advised in writing (with a copy to the extent person(s) requesting registration pursuant to Section 6.1(a)) by a nationally recognized investment banking firm selected by the Company that, in such firm's opinion, a registration at the time and on the terms requested would materially and adversely affect any immediately planned underwritten public equity financing by the Company for the primary purpose of raising capital for the Company that any Registrable Securities requested had been contemplated by the Board prior to be included in the initial receipt of notice requesting registration requested under this pursuant to Section 10.1(a6.1(a)(i) are not so included as (a result of the provisions of the final sentence of this Section 10.1(a"Transaction Blackout"), the Company shall not be obligated required to effect one a registration pursuant to Section 6.1(a)(i) until the earliest of (1) additional the abandonment of such financing, (2) 90 days after the completion of such financing, (3) the termination of any "hold back" or "lock-up" period obtained by the underwriter(s) selected by the Company from any person in connection with such financing, or (4) 180 days after notice to the Securityholders requesting registration pursuant of written notice of such Transaction Blackout (together with a copy of the investment banking firm opinion referred to above in this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"6.1(a)(ii)(A)); provided, however, that the Company shall be obligated entitled to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the exercise this right to request on only one (1)occasion during any twelve-month period; or

Demand Registration Rights. a. The Company covenants and agrees that at any time after January 1, 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below below) (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)

Demand Registration Rights. a. The Company covenants and agrees that (a) Subject to the provisions of this Section 1.1, at any time after January 1the date hereof, 2003 and after receipt Purchasers holding, or entitled to hold upon conversion or exercise, not less than 50% of a written request the Company's Common Stock, no par value (a "Demand Registration RequestCommon Stock"), issued or issuable upon conversion of the Series D Convertible Pay-in-Kind Preferred Stock (the "Series D Preferred Stock") from and exercise of the holder(s) of Registrable Securities warrants issued in connection therewith (as defined below (togetherthe "Warrants", and, collectively with the Series D Preferred Stock, the "SecurityholdersSecurities"), issued by the Company to Purchasers pursuant to the Purchase Agreement may request registration for sale under the Securities Act of 1933 as amended (the "Act") constituting at least fifty percent of all or part of such Common Stock. The Company shall thereafter, as expeditiously as practicable, use its best efforts (50%i) to 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 specified in the Registrable Securities demand request and (ii) to cause such registration statement to be declared effective. The Company shall use its best efforts to cause each offering pursuant to this Section 1.1 to be managed, on such date and then eligible a firm commitment basis, by a recognized regional or national underwriter. The Company shall not be required to comply with more than two (2) requests by Purchasers for inclusion in a demand registration pursuant to this Section 10.1, stating that 1.1(a). The Company shall not be required to effect a demand registration under the Initiating Securityholders Act pursuant to Section 1.1(a) above if (as defined belowi) desire and intend to have the Company register (receives such request for registration within 120 days preceding the anticipated effective date of a "Demand Registration") all or a portion proposed underwritten public offering of securities of the Registrable Securities held Company approved by them under such circumstances, the Company shall give notice (the "Registration Notice") Company's Board of Directors prior to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause ; (ii) within 180 days prior to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day periodrequest for registration, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date securities of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has been effected one (1) such registration in which Purchasers had the right to participate pursuant to this Section 10.11.2 hereof; provided, further, that to or (iii) the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result Board of Directors of the provisions Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) the assets of the final sentence of this Section 10.1(a)Company, or a merger, reorganization, recapitalization, or similar transaction materially affecting the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) capital structure or more equity ownership of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")Company; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1(a)(iii) for a period not exceeding 90 days (or until such earlier time as such transaction is consummated or no longer proposed). The Company shall promptly notify Purchasers in writing of any decision not to effect any such request for registration pursuant to this Section 1.1(a), which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify Purchasers as soon as a demand registration may be effected. (b) Purchasers may withdraw a request for demand registration at any time before a registration statement is declared effective, in which event the Company shall withdraw such registration statement. If the Company withdraws a registration statement under this Section 1.1(b) in respect of a registration for which the Company would otherwise be required to pay expenses under Section 1.4 hereof, Purchasers shall be obligated liable to effect no more than the Company for all expenses of such registration specified in Section 1.4 hereof in proportion to the number of Shelf Registrations as may shares each of the Purchasers shall have requested to be necessary registered, and Purchasers shall not be deemed to provide each and every Substantial Holder with the right to request one (1)have requested a demand registration for purposes of Section 1.1(a) hereof.

Demand Registration Rights. a. The Company covenants and agrees that (a) Subject to the conditions of this Section 2, if at any time following the 180th day after January 1the date of this Agreement, 2003 and after receipt of the Company receives a written request (a "Demand Registration Request") from the holder(s) Holders of Registrable Securities (as defined below (together, the "Securityholders") constituting at least more than fifty percent (50%) of the total number of Registrable Securities (for purposes of this Section 2, the “Initiating Holders,” and such request the “Demand”) that the Company file a registration statement under the Act covering the registration for resale of the Registrable Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2, use commercially reasonable efforts to effect, as soon as practicable, the registration for resale under the Act of all the Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 2(a). Notwithstanding anything in this Agreement to the contrary and in addition to any other limitation herein, no Demand may be made by the Initiating Holders until (i) the Series A-1 Option described in Section 1(f) of the Purchase Agreement has expired, or, where a purchase of Series A-1 Shares pursuant to the Series A-1 Option is being completed following the expiration of the option period pursuant to Section 1(f)(v) of the Purchase Agreement, the closing of such purchase, or (ii) the closing of the purchase of all of the Series A-1 Shares available pursuant to the Series A-1 Option. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their Demand by means of an underwriting, they shall so advise the Company as a part of their Demand made pursuant to Section 2(a), and the Company shall include such information in its written notice to all Holders given pursuant to Section 2(a). In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such date and then eligible for inclusion in Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 10.1, stating that the Initiating Securityholders 2: (as defined belowA) desire and intend to have in any particular jurisdiction in which the Company register (would be required to execute a "Demand Registration") all or a portion general consent to service of the Registrable Securities held by them under process in effecting such circumstancesregistration, unless the Company shall give notice (the "Registration Notice") is already subject to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included service in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement jurisdiction and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period except as may be required if all such Registrable Securities covered by such registration statement are sold prior to under the expiration of such six Act; or (6)-month period; provided, however, that no request may be made B) after the Company has effected two (2) registrations pursuant to this Section 10.1(a2, and such registrations have been declared or ordered effective; or (C) if within six (6) months prior the Company shall furnish to the date of such request Holders requesting a registration statement pursuant to this Section 10.1(a) shall have been declared effective 2 a certificate signed by the SEC; provided, further, Company’s Chief Executive Officer or Chairman of the Board stating that, subject in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the following sentenceCompany and its stockholders for such registration statement to be effected at such time, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the Demand of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (d) If: (i) the registration statement required by Section 2 is not filed on or prior to its Filing Date (as defined below), or (ii) the Company fails to file with the Commission a request for acceleration of a registration statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement will not be obligated “reviewed” or will not be subject to effect any further review, or (iii) all of the Registrable Securities required by this Agreement to be included in such registration pursuant statement are not registered for resale on or before the Effectiveness Date and Rule 144 is not available to this Section 10.1 the Holders with respect thereto, or (iv) after the Company has effected one (1) Effectiveness Date of a registration statement, such registration pursuant statement ceases for any reason to this Section 10.1; providedremain continuously effective as to all Registrable Securities required to be included in such registration statement, furtheror the Holders are otherwise not permitted to utilize the prospectus therein to resell such Registrable Securities, that for more than ten (10) consecutive calendar days or more than an aggregate of twenty (20) calendar days (which need not be consecutive calendar days) during any 12-month period, except to the extent that a suspension of the Registration Statement is otherwise permitted by this Agreement (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Business Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or twenty (20) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, from the date of the Event until the twelve-month anniversary of the Event, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to two percent (2%) of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities underlying Exchange Notes or Series A Shares then held by such Holder (so long as such Holder has requested that such Registrable Securities be included in the registration statement and they are required by this Agreement to be included in the initial registration requested statement); provided, however, such partial liquidated damages shall not be paid with respect to any Registrable Securities which the Holder thereof may sell at such time under this Section 10.1(a) are not so included as Rule 144 and which have been held by such Holder for a result period of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect more than one (1) additional registration year for purposes of Rule 144(d). If the Company fails to pay any partial liquidated damages pursuant to this Section 10.1in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. Furthermore, The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) If at any time the Commission takes the position that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) offering of some or more all of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering statement is not eligible to be made on a delayed or continuous basis pursuant to under the provisions of Rule 415 under the Securities Act or requires any Holder to be named as an “underwriter,” the Company shall use its best efforts to persuade the Commission that the offering contemplated by the registration statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Holders is an “underwriter.” The Holders shall have the right to participate or have their Special Counsel participate in any meetings or discussions with the Commission regarding the Commission’s position and to comment or have their Special Counsel comment on any written submission made to the Commission with respect thereto. No such written submission shall be made to the Commission to which the Holders’ Special Counsel reasonably objects. In the event that, despite the Company’s best efforts and compliance with the terms of this Section 2(e), the Commission refuses to alter its position, the Company shall (a "Shelf Registration" i) remove from the registration statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and such request a "Shelf Registration Request"limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “Commission Restrictions”); provided, however, that the Company shall not agree to name any Holder as an “underwriter” in such registration statement without the prior written consent of such Holder. Any cut-back imposed on the Holders pursuant to this Section 2(e) shall be obligated allocated among the Holders on a pro rata basis and shall be applied first to any Warrant Shares, unless the Commission Restrictions otherwise require or provide or the Holders otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares except for any liquidated damages that would accrue, if at all, in accordance with Section 4(d)(iv) hereof after the date on which the Company is able to effect no more than the registration of such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder Cut Back Shares in accordance with the right to request one (1)any Commission Restrictions.

Demand Registration Rights. a. The Company covenants and agrees that at any time after January 1, 2003 and after receipt (a) Purchaser shall be entitled to make a request for registration under the Securities Act of a written request the Converted Shares (a the "Demand Registration RequestRegisterable Securities") from the holder(s) in an aggregate amount of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent equal to the lesser of (50%i) 1,705,000 shares and (ii) number of the Registrable Securities on such date and non-registered Converted Shares then eligible for inclusion in a registration pursuant issued to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register Purchaser (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) ). Within 90 days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day perioda written request for a Demand Registration, the Company Issuer shall file as promptly as practicable a registration statement with the SEC and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act a registration statement with respect to such Registerable Securities (a "Demand Registration Statement"). Any such request will specify the number of Registerable Securities proposed to be sold and remain effective for six (6) months or such shorter period as may will also specify the intended method of disposition thereof. The Issuer shall be required if all such Registrable to register Registerable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior 6.1 on a maximum of three separate occasions; provided, the Issuer shall not be required to the date of such request a registration statement register Registerable Securities pursuant to this Section 10.1(a) 6.1 more than once in any twelve month period. The Issuer shall have been thereafter use diligence in attempting to cause each Demand Registration Statement to be declared effective by the SEC; providedSEC and shall thereafter use diligence to maintain the effectiveness of such Demand Registration Statement until the earlier to occur of (i) the date which is one year from the effective date of such Demand Registration Statement, further, that, subject to (ii) the following sentence, date on which all of the Company shall not Converted Shares have been sold by the Purchaser or (iii) the date on which the Converted Shares can be obligated to effect any such registration resold in full over a three-month period pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)144.

Demand Registration Rights. a. The Company covenants and agrees that at any time after January 1, 2003 and after receipt of a Upon written request (a "Demand Registration Request") from by Noteholders who have tendered to EEI notice of and the holder(s) full exercise price for the exercise of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) not less than 66-2/3% of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days EEI Common Stock issued or issuable upon the exercise of the Company's receipt of such registration requestNew EEI Warrants, and excluding the Company shall cause shares registered in accordance with Section 6.1 above (estimated to be included approximately 3,140,000 shares) then held by Noteholders (the “Registrable Securities”), but in such registration all Registrable Securities requested any event no sooner than 18 months following the Closing, provided EEI is then eligible to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective do so under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such the Exchange Act, and provided that the Registrable Securities covered by that are subject to such registration statement written request are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made not eligible for resale without volume limitation pursuant to this Section 10.1(a) if within six Rule 144, 144A or 145, EEI will prepare and file with the SEC as soon as reasonably practicable (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, thatbut, subject to the following sentenceprovisions below, no more than 60 days from the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result date of the provisions of the final sentence of this Section 10.1(aStockholder request), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the S-3 with respect to all Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request hereinafter referred to as the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf “Registration Request"Statement”); provided, however, that EEI may delay such filing for a period of up to 60 days if, after consultation with counsel, EEI determines in good faith that the Company shall filing of a Registration Statement would be obligated detrimental to effect EEI and EEI delivers a certificate (signed by its Chief Executive Officer) to the Noteholders stating the reasonable basis of the delay. EEI may invoke this privilege no more than twice. Upon filing the Registration Statement, EEI will use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably possible thereafter, and, subject to the provisions below, use its reasonable best efforts to keep such Registration Statement effective for a period of 180 days after the expiration of the New EEI Warrants or, if earlier, until the Noteholders have sold all of the Registrable Securities. If at any time after a Registration Statement becomes effective, EEI advises the Noteholders in writing that due to any stop order or the existence of material information that has not been disclosed to the public and included in the Registration Statement it is necessary to amend the Registration Statement, the Noteholders shall suspend any further sale of Registrable Securities pursuant to the Registration Statement until EEI advises the Noteholders that such stop order has been lifted or the Registration Statement has been amended. In such event, EEI shall use reasonable efforts to cause such stop order to be lifted or the Registration Statement to be amended as soon as reasonably practicable. In addition, EEI may suspend use of the Registration Statement to the extent EEI is advised by its legal counsel that such action is reasonably necessary to comply with federal securities law. In the event the sales of Registrable Securities of the Noteholders are suspended as provided above, the period during which a Registration Statement must be kept effective shall be extended for the total number of Shelf Registrations days during which sales are suspended. In connection with and subject to the foregoing, EEI will: (a) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to provide each keep such Registration Statement effective and every Substantial Holder current (including such amendments and supplements as requested by a Noteholder, to the extent such request relates to information with respect to such Noteholder), and comply with the right provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the Noteholders thereof as set forth in such Registration Statement. (b) Furnish to the Noteholders such number of copies of such Registration Statement, each amendment and supplement thereto, the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the Noteholders may reasonably request one in order to facilitate the disposition of the Registrable Securities owned by the Noteholders. (c) Use its commercially reasonable efforts to register or qualify, on or prior to the date such Registration Statement becomes effective, the Registrable Securities under the securities or “blue sky” laws of each applicable state of the United States and do any other related acts which may be reasonably necessary to enable the Noteholders to consummate the disposition in such jurisdictions of the Registrable Securities owned by the Noteholders; provided, however, that EEI will not be required (i) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.2(c) or (ii) to consent to general service of process in any such jurisdiction. (d) Notify the Noteholders at any time when a prospectus relating to the Registrable Securities is required to be delivered under the Securities Act, and of the happening of any event as a result of which, or the fact that, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and EEI will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading. (e) Use its commercially reasonable efforts to cause the Registrable Securities to be listed or quoted on each securities exchange or interdealer quotation system on which similar securities issued by EEI are then listed or quoted. (f) Provide a transfer agent for all such Registrable Securities not later than the effective date of such Registration Statement. (g) Enter into such customary agreements (including underwriting agreements on customary terms) and take all such other actions as the Noteholders reasonably request in order to expedite or facilitate the disposition of the Registrable Securities. (h) Make available to each Noteholder, any underwriter participating in any disposition pursuant to a registration statement, and any attorney, accountant or other agent or representative retained by any such Noteholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of EEI (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause EEI’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, EEI shall not be required to provide any information under this paragraph, (1)) if EEI believes, after consultation with counsel for EEI and counsel for the Noteholders, that to do so would cause EEI to forfeit an attorney-client privilege that was applicable to such information or (2) if either (i) EEI has requested and been granted from the SEC confidential treatment of such information contained in any filing with the SEC or documents provided supplementally or otherwise or (ii) EEI reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such Noteholder requesting such information agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions; and provided, further that each such Noteholder agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to EEI and allow EEI at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential. (i) Furnish to each Noteholder and to each underwriter, if any, a signed counterpart, addressed to such Noteholder or underwriter, of (i) an opinion or opinions of counsel to EEI, and (ii) a comfort letter or comfort letters from EEI’s independent registered public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the Noteholders included in such offering or the managing underwriter therefor reasonably requests.

Demand Registration Rights. a. The (a) If the Company covenants and agrees that shall receive, at any time during the one- year period commencing three years after January 1the date of this Agreement (and in such additional years as may be required by Section 2(d)), 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) Initiating Holders with respect to the Registrable Securities that the Company file a registration statement under the 1933 Act covering the registration of Registrable Securities (as defined below (togetherhaving an estimated aggregate initial public offering price of not less than $5,000,000, provided that a Bona Fide Public Offering has not been commenced by the Company, the "Securityholders") constituting at least fifty percent (50%) Company shall promptly give written notice of such request to all Holders and shall use reasonable efforts to effect the registration under the 1933 Act of all such Registrable Securities which the Initiating Holders request to be registered, together with all of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant of any other Holder or Holders who so request by notice to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion which is given within 10 days after receipt of the Registrable Securities held by them under such circumstancesnotice from the Company described above. Notwithstanding the foregoing, if the Company shall give notice (furnish to the "Registration Notice") to all Initiating Holders a certificate signed by the President of the Securityholders within thirty (30) days Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company for a registration statement to be filed in the near future, then the Company's receipt of such registration request, and the Company shall cause obligation to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled deferred for a period not to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act exceed 90 days (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company may make only one such deferral with respect to each demand registration). Securities of the Company to be sold by the Company or by a Third Party Holder may be included in such registration statement, subject to the provisions of Section 2(c) below. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2 and the Company shall include such information in the written notice referred to in Section 2(a). In such event, the right of any Holder to include its Registrable Securities in such registration 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, by the underwriter, by the Company, and by such Holder) to the extent provided herein. (c) All Holders and Third Party Holders proposing to distribute their securities through such underwriting (together with the Company as provided in Section 4(e)) shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, or if no underwriter is selected by the Company, by a majority in interest of the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provisions of this Section 2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities, and the number of shares of Registrable Securities that may be included in the registration and underwriting by the Holders shall be allocated among all Holders thereof, all Third Party Holders, and the Company, pro rata based on the number of shares for which registration was requested. No Registrable Securities excluded from the underwriting by reason of the marketing limitation shall be included in such registration. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and, unless otherwise provided, the Initiating Holders. (d) The Company is obligated to effect only one demand registration for the Holders pursuant to this Section 2; provided, however, that if any Registrable Securities of a Holder requested to be registered (regardless of whether a Holder withdraws such Registrable Securities pursuant to Section 2(c) or Section 6) are excluded by the underwriter in a demand registration pursuant to Section 2(c) or in a "piggyback" registration pursuant to Section 6 (which excluded Registrable Securities are referred to herein as the "EXCLUDED SECURITIES"), then the Company, upon the demand of the Initiating Holders three or more years after the date of this Agreement, shall be obligated to effect no more than one additional demand registration under this Section 2 each year with respect to the Excluded Securities of such number of Shelf Registrations Holder, until such time as (i) such Holder may freely (except as may be necessary restricted by Rule 144 under the 0000 Xxx) sell all of the Excluded Securities without registration under the 1933 Act within the then following six months and (ii) the Excluded Securities are listed on a securities exchange or qualified for trading on an over-the-counter system selected by the Company. (e) The demand registration rights provided by the Company to provide each and every Substantial any Holder pursuant to Section 2 of this Agreement shall immediately terminate upon the closing of a Bona Fide Public Offering by the Company. (f) A registration requested pursuant to this Section 2 shall not be deemed to have been effected (a) unless a registration statement with respect thereto has become effective or (b) if after it has become effective, the right effectiveness of such registration statement is terminated or suspended by a stop order, injunction or other order of the SEC or other governmental agency or court, unless such order, injunction or other order is lifted or stayed within 30 days of the issuance of such stop order, injunction or other order. The Company shall use its reasonable best efforts to request one (1)keep such registration statement effective for up to 60 days after such registration statement has become effective.

Demand Registration Rights. a. The Company covenants and agrees that at (a) At any time after January 1, 2003 and after receipt the -------------------------- second anniversary of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (togetherdate hereof, the "Securityholders") constituting at least fifty percent (50%) of MCA Shareholders or the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1Individual Shareholder may demand, stating by giving the notice set forth below, that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months with respect to at least 1,000,000 shares of the Common Stock beneficially owned by the MCA Shareholders or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month periodIndividual Shareholder; provided, however, that no request may (x) the MCA Shareholders -------- ------- shall initially be made entitled to two (2) demand registrations pursuant to this Section 10.1(a3.2 and shall be entitled to one (1) if within six additional demand registration for each exercise by MCA of the MCA Options under the Option Agreement and (6y) months prior the Individual Shareholder shall be entitled to the date a total of such request a registration statement four (4) demand registrations pursuant to this Section 10.1(a) shall have been declared effective by the SEC3.2; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; and provided, further, that to the extent that any Registrable Securities requested to be included in MCA -------- ------- Shareholders nor the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company Individual Shareholder shall be obligated entitled to effect more than one (1) additional demand registration pursuant per calendar year. The notice shall: (i) be given in writing by an MCA Shareholder or the Individual Shareholder; (ii) set forth the number of shares of Common Stock subject to this Section 10.1. Furthermoreregistration; (iii) be accompanied by an opinion of counsel to such MCA Shareholder or the Individual Shareholder that the sale of the number of shares of Common Stock proposed, at any time and on the terms and to the prospective purchasers proposed, must be registered under the Securities Act; and (iv) request that the Company effect the registration of the sale of such shares. The MCA Shareholders or the Individual Shareholder desiring to sell the shares of Common Stock described in the notice may not offer such shares until the registration of the sale of such shares has been effected (unless such registration is withdrawn or abandoned), and the consummation of any sale pursuant thereto shall be eligible subject to file a registration statement on Form S-3prior compliance by such MCA Shareholders or the Individual Shareholder with Sections 2.4 and 2.3 hereof, each Securityholder that then owns fifteen percent respectively (15%) unless the provisions of either Section 2.4 or more Section 2.3 are no longer in effect). For purposes of this Section 3.2, if the Registrable Securities then outstanding (a "Substantial Holder") that sale of Common Stock hereunder is underwritten, the MCA Shareholders or the Individual Shareholder shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)satisfy their respective obligations under

Demand Registration Rights. a. The Company covenants (a) (i) Subject to the terms and agrees that at any time after January 1conditions hereof, 2003 and after receipt commencing on the date which is ninety (90) days following the completion of a Qualified Public Offering, any Holder or group of Holders (the “Initiating Holders”) shall have the right to request by written request (a "Demand Registration Request") from notice, which shall state the holder(s) number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares (as defined below (togetherthe “Demand Notice”), given to the "Securityholders") constituting Company that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that such Registrable Securities represent at least fifty twenty percent (5020%) of the Registrable Securities on such date a fully diluted basis. (ii) Subject to the terms and then conditions hereof, after the Company has become eligible for inclusion in a registration pursuant the use of SEC Form S-3, each Holder shall be entitled to this Section 10.1, stating request by Demand Notice given to the Company that the Initiating Securityholders (as defined below) desire and intend Company effect a Demand Registration under SEC Form S-3 or any similar short form registration statement with respect to have the Company register (a "Demand Registration") all or a portion part of the Registrable Securities held designated by them under such circumstances, the Company shall give notice (the "Registration Notice"Holder(s) to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to accordance with the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6each a “S-3 Demand Registration”). (iii) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to Notwithstanding the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentenceabove, the Company shall not be obligated to effect, or to take any action to effect, any Demand Registration pursuant to Section 1.3(a)(i) above: (A) if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price to the public of less than $10,000,000; (B) after the Company has initiated four (4) such registrations pursuant to Section 1.3(a)(i) unless such Demand Registrations do not become effective or the applicable Registrable Securities are not sold pursuant to such registration because the applicable Demand Registration is not maintained in effect for the respective periods set forth in Section 1.3(c), in which case such Demand Registration shall not be treated as a counted registration for purposes of this Section 1.3(a)(iii)(B). (C) in any particular jurisdiction in which the Company would be required to file a general consent to service of process in any jurisdiction where it has not theretofore done so or to take any action that would subject it to general service of process or taxation in any such registration pursuant to this Section 10.1 after jurisdiction where it is not then subject, except as may be required by the Securities Act; or (D) if, in a given three-month period, the Company has effected one (1) Demand Registration pursuant to Section 1.3(a)(i) in such period. (iv) Notwithstanding the above, the Company shall not be obligated to effect, or to take any action to effect, any Demand Registration pursuant to Section 1.3(a)(ii) above: (A) if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate offering price to the public of less than $1,000,000; (B) in any particular jurisdiction in which the Company would be required to file a general consent to service of process in any jurisdiction where it has not theretofore done so or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then subject, except as may be required by the Securities Act; or (C) if, in a given one-month period, the Company has effected one (1) S-3 Demand Registration pursuant to Section 1.3(a)(ii) in such period. (v) Upon receipt of a Demand Notice, the Company shall promptly (and in any event within ten (10) business days from the date of receipt of such Demand Notice) notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Securities held by them in the proposed registration by submitting their own Demand Notice. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their Demand Notice. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to this Section 10.1; provided, further, that 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 that any provided herein. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their Registrable Securities requested through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.3, in connection with any Demand Registration in which more than one Holder participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing to the Holders of Registrable Securities to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time such offering that the Company shall total number of Registrable Securities to be eligible to file a registration statement on Form S-3, each Securityholder included in such offering exceeds the amount that then owns fifteen percent can be sold in (15%or during the time of) such offering without materially delaying or more jeopardizing the success of such offering (including the price per share of the Registrable Securities to be sold), then outstanding (a "Substantial Holder") that shall make a written request the Registrable Securities to be offered for the Company account of the Holders who have elected to participate shall be entitled to have all or any equally divided between such Holders pro rata on the basis of the number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and beneficially owned by each such request a "Shelf Registration Request"Holder); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. (b) The Company, within forty-five (45) days of the date on which the Company receives a Demand Notice given by Holders in accordance with Section 1.3(a) hereof, shall file with the SEC, and the Company shall thereafter use its commercially reasonable efforts to cause to be obligated to effect no more than such declared effective as promptly as practicable, a Registration Statement, in accordance with the intended method or methods of distribution, of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration”), which may, at the request of the Holders, be a “shelf” registration (a “Shelf Registrations as may be necessary Registration”) pursuant to provide each and every Substantial Holder with Rule 415 under the right to request one (1)Securities Act.

Demand Registration Rights. a. The Company covenants and agrees that (a) Subject to the provisions of this Section 1.1, at any time after January 1the date hereof, 2003 and after receipt Purchaser may request registration for sale under the Act of a written request all or part of the Common Stock, no par value, of the Company (a "Demand Registration RequestCommon Stock") from then held by Purchaser or issuable to Purchaser pursuant to conversion of the holder(s) Convertible Debenture of Registrable Securities even date herewith, issued by the Company to Purchaser pursuant to the Purchase Agreement (as defined below (together, the "SecurityholdersDebenture"). The Company shall thereafter, as expeditiously as practicable, use its best efforts (i) to file with the Securities and Exchange Commission (the "SEC") constituting at least fifty percent under the Securities Act of 1933, as amended (50%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 specified in the Registrable Securities demand request and (ii) to cause such registration statement to be declared effective. The Company shall use its best efforts to cause each offering pursuant to this Section 1.1 to be managed, on such date and then eligible a firm commitment basis, by a recognized regional or national underwriter. The Company shall not be required to comply with more than two (2) requests by Purchaser for inclusion in a demand registration pursuant to this Section 10.1, stating that 1.1(a). (b) The Company shall not be required to effect a demand registration under the Initiating Securityholders Act pursuant to Section 1.1(a) above if (as defined belowi) desire and intend to have the Company register (receives such request for registration within 120 days preceding the anticipated effective date of a "Demand Registration") all or a portion proposed underwritten public offering of securities of the Registrable Securities held Company approved by them under such circumstances, the Company shall give notice (the "Registration Notice") Company's Board of Directors prior to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company ; (ii) within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) 6 months prior to the date of any such request for registration, a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after of securities of the Company has been effected one (1) such registration in which Purchaser had the right to participate pursuant to this Section 10.11.2 hereof; provided, further, that to or (iii) the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result Board of Directors of the provisions Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) the assets of the final sentence of this Section 10.1(a)Company, or a merger, reorganization, recapitalization, or similar transaction materially affecting the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) capital structure or more equity ownership of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")Company; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1(b)(iii) for a period not exceeding 3 months (or until such earlier time as such transaction is consummated or no longer proposed). The Company shall promptly notify Purchaser in writing of any decision not to effect any such request for registration pursuant to this Section 1.1(b), which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify Purchaser as soon as a demand registration may be effected. (c) Purchaser may withdraw a request for demand registration at any time before a registration statement is declared effective, in which event the Company shall withdraw such registration statement (and Purchaser shall not be deemed to have requested a demand registration for purposes of Section 1.1(a) hereof). If the Company withdraws a registration statement under this Section 1.1(c) in respect of a registration for which the Company would otherwise be required to pay expenses under Section 1.4(b) hereof, Purchaser shall be obligated liable to effect no more than the Company for all expenses of such registration specified in Section 1.4(b) hereof in proportion to the number of Shelf Registrations as may shares Purchaser shall have requested to be necessary registered, and Purchaser shall not be deemed to provide each and every Substantial Holder with the right to request one (1)have requested a demand registration for purposes of Section 1.1(a) hereof.

Demand Registration Rights. a. The Company covenants and agrees (i) Any Holder that at any time after January 1, 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) of holds Registrable Securities (as defined below the “Initiating Holder”) shall have the option and right, exercisable by delivering a written notice to the Partnership (togethera “Demand Notice”), to require the Partnership to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of all or any portion of such Holder’s Registrable Securities, which may, at the option of the Initiating Holder, be a Shelf Registration Statement (the “Demand Registration”). (ii) Within 15 Business Days of the receipt of the Demand Notice, the "Securityholders") constituting at least fifty percent (50%) Partnership shall give written notice of such Demand Notice to all other Holders that hold the same class of securities as the Registrable Securities and shall, subject to the limitations of this Section 2(a), use reasonable best efforts to file a Registration Statement covering all of the Registrable Securities on that such date and then eligible for inclusion Holders shall in a registration writing request (such request to be given to the Partnership within ten Business Days of written receipt of such notice of the Demand Notice given by the Partnership pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below2(a)(ii)) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration Demand Registration as promptly as reasonably practicable as directed by the Initiating Holder in accordance with the terms and conditions of the Demand Notice and use reasonable best efforts to cause such Registration Statement to become effective under the Securities Act and remain effective under the Securities Act for not less than six months following the Effective Date or such longer period ending when all Registrable Securities requested to be included therein covered by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by Statement have been sold (the Company “Effectiveness Period”). (subject iii) Subject to the provisions of other limitations contained in this Agreement, the final sentence Partnership shall not be obligated hereunder to effect more than five Demand Registrations pursuant to Section 2(a)(i). (iv) Notwithstanding any other provision of this Section 10.1(a2(a)). After such fifteen (15)-day period, the Company Partnership shall file as promptly as practicable not be required to effect a registration statement or file a Registration Statement pursuant to this Section 2(a): (A) during the period starting with notice to the Holder of the intent to file a Registration Statement under Sections 2(a)(ii) or 2(b)(i) (which shall occur no earlier than 60 days prior to a good faith estimate, with the approval of the Board of Directors, of the date of filing of such Registration Statement) and use its ending on a date 90 days after the effective date of, a Partnership-initiated registration; provided that the Partnership uses reasonable best efforts to cause such registration statement to become effective effective; (B) for a period of up to 90 days after the date of a Demand Notice for registration pursuant to this Section 2(a) if at the time of such request the Partnership is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement would cause a violation of the Exchange Act; (C) for a period of up to 90 days, if the Conflicts Committee, proceeding in good faith, determines that the filing of a Registration Statement would require an Adverse Disclosure; (D) if the anticipated aggregate offering price of all Registrable Securities requested to be registered or offered by the Initiating Holder is less than $20 million; (E) for the duration of any Blackout Period, following its delivery of written notice thereof to the Holders or (F) if, in the Partnership’s good faith judgment, it is not feasible for the Partnership to effect a registration or file a Registration Statement because audited or pro forma financial statements that are required by the Securities Act to be included in any related registration statement or prospectus are then unavailable, until such time as such financial statements are completed or obtained by the Partnership, provided that the Partnership shall use its reasonable best efforts to complete or obtain such financial statements as promptly as reasonably practicable; provided, that, in such event, the Holders requesting such Demand Registration may withdraw such request and, if withdrawn, such request will not count as one of the permitted Demand Registrations hereunder and the Partnership will pay all expenses (including reasonable attorneys fees) in connection with such registrations; provided, further, that the Partnership may delay a Demand Registration hereunder only once in any 12-month period. (v) Notwithstanding any other provision of this Section 2(a), if (A) the Holders intend to distribute the Registrable Securities covered by a Demand Registration by means of an underwritten public offering and (B) the managing underwriter or managing underwriters of such offering advise the Partnership in writing that, in their opinion, the inclusion of all of such Holders’ Registrable Securities and all securities (“Other Registrable Securities”) of any other Persons who have been granted applicable registration rights (the “Other Holders”) in the subject Registration Statement would have a material adverse effect on the marketability of the offering, then the Partnership shall so advise all Holders of such Registrable Securities and Other Holders of Other Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of such securities that may be included in the underwriting shall be reduced to equal the number of such securities that such managing underwriter or managing underwriters advise the Partnership can be sold without having such material adverse effect. The aggregate number of such securities to be included in such Demand Registration as a result of the reduction described in the immediately preceding sentence shall be allocated (I) first, to the extent applicable, in accordance with the Existing Registration Rights Agreement, (II) second, among the Holders and the Parity Holders not a party to the Existing Registration Rights Agreement seeking to include such securities in the underwriting, with each such holder being reduced pro rata, based on the percentage derived by dividing (x) the number of such securities owned by such holder by (y) the total number of such securities owned by such holders seeking to include such securities in the underwriting and (III) third, among the Other Holders not included in (I) or (II) above seeking to include such securities in the underwriting, with each such holder being reduced pro rata, based on the percentage derived by dividing (x) the number of such securities owned by such holder by (y) the total number of such securities owned by such holders seeking to include such securities in the underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (vi) The Partnership may include in any such Demand Registration other Partnership securities for sale for its own account or for other Holders as provided herein; provided that if the managing underwriter for the offering determines that the number of securities proposed to be offered in such offering would have a material adverse effect on the marketability of such offering, then the Registrable Securities to be sold by the Holders shall be included in such registration before any Partnership securities proposed to be sold for the account of the Partnership or any other Person. (vii) Subject to the limitations contained in this Agreement, the Partnership shall effect any Demand Registration on Form S-3 (except if the Partnership is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Demand Registration shall be effected on another appropriate form for such purpose pursuant to the Securities Act) and if the Partnership is at the time of its receipt of a Demand Notice a WKSI, the Demand Registration for any offering and selling of Registrable Securities through a firm commitment underwriting shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Partnership). (viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and remain effective for six in accordance with this Section 2(a), the Partnership shall (6A) months promptly prepare and file or cause to be prepared and filed: (1) such shorter period additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be required if all necessary or advisable to register or qualify the securities subject to such Registrable Securities covered by such registration statement are sold prior to Demand Registration, including under the expiration securities laws of such six (6)-month periodstates as the Holders shall reasonably request; provided, however, that no request may such qualification shall be made pursuant to this Section 10.1(a) if within six (6) months prior to required in any jurisdiction where, as a result thereof, the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, Partnership would become subject to the following sentence, the Company shall not be obligated general service of process or to effect any taxation or qualification to do business in such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included jurisdiction solely as a result of the provisions of the final sentence of this Section 10.1(a)registration and (2) such forms, the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermoresupplements, at any time that the Company shall be eligible to file a registration statement on Form S-3prospectuses, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" certificates, letters, opinions and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations other documents as may be necessary to provide each apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and every Substantial Holder (B) do any and all other acts and things that may be necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the right intended timing and method or methods of distribution thereof. (ix) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Partnership shall amend or supplement such Registration Statement or related Prospectus as may be necessary in order to request one (1)enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement.

Demand Registration Rights. a. The Company covenants and agrees that (a) Subject to the provisions of this Section 1.1, at any time after January the date hereof, Purchasers holding, or entitled to hold upon conversion, not less than 50% of the Company's Common Stock, no par value ("Common Stock"), issued or issuable upon conversion of the Senior Subordinated Convertible Pay-in-Kind Notes due September 1, 2003 2005 (including such notes issued as PIK Notes and after receipt of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (togetherRemainder Notes, the "SecurityholdersNotes"), issued by the Company to Purchasers pursuant to the Purchase Agreement may request registration for sale under the Securities Act of 1933 as amended (the "Act") constituting at least fifty percent of all or part of such Common Stock. The Company shall thereafter, as expeditiously as practicable, use its best efforts (50%i) to 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 specified in the Registrable Securities on demand request and (ii) to cause such date and then eligible registration statement to be declared effective. The Company shall not be required to comply with more than two (2) requests by Purchasers for inclusion in a demand registration pursuant to this Section 10.1, stating that 1.1(a). The Company shall not be required to effect a demand registration under the Initiating Securityholders Act pursuant to Section 1.1(a) above if (as defined belowi) desire and intend to have the Company register (receives such request for registration within 120 days preceding the anticipated effective date of a "Demand Registration") all or a portion proposed underwritten public offering of securities of the Registrable Securities held Company approved by them under such circumstances, the Company shall give notice (the "Registration Notice") Company's Board of Directors prior to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause ; (ii) within 180 days prior to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day periodrequest for registration, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date securities of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has been effected one (1) such registration in which Purchasers had the right to participate pursuant to this Section 10.11.2 hereof; provided, further, that to or (iii) the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result Board of Directors of the provisions Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) the assets of the final sentence of this Section 10.1(a)Company, or a merger, reorganization, recapitalization, or similar transaction materially affecting the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) capital structure or more equity ownership of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")Company; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1(a)(iii) for a period not exceeding 90 days (or until such earlier time as such transaction is consummated or no longer proposed). The Company shall promptly notify Purchasers in writing of any decision not to effect any such request for registration pursuant to this Section 1.1(a), which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify Purchasers as soon as a demand registration may be effected. (b) Purchasers may withdraw a request for demand registration at any time before a registration statement is declared effective, in which event the Company shall withdraw such registration statement. If the Company withdraws a registration statement under this Section 1.1(b) in respect of a registration for which the Company would otherwise be required to pay expenses under Section 1.4 hereof, Purchasers shall be obligated liable to effect no more than the Company for all expenses of such registration specified in Section 1.4 hereof in proportion to the number of Shelf Registrations as may shares each of the Purchasers shall have requested to be necessary registered, and Purchasers shall not be deemed to provide each and every Substantial Holder with the right to request one (1)have requested a demand registration for purposes of Section 1.1(a) hereof.

Demand Registration Rights. a. The Company covenants and agrees that If, at any time after January 1during the Effectiveness Period, 2003 there is not one or more effective registration statements covering all of the Shares, so long as the Holder holds Shares anticipated to have an aggregate sale price (net underwriting discounts and after receipt commissions, if any) in excess of $500,000, the Holder (or, for the avoidance of doubt, if there are multiple Holders, then the Holder or Holders constituting the Requisite Holders) shall have the right to require the Company to file registration statements, including a shelf registration statement (if the Company is eligible at such time to utilize a shelf registration for the Shares), and if the Company is a well-known seasoned issuer, as defined in Rule 405 under the Securities Act, an automatic shelf registration statement, on Form S-3 or any successor form under the Securities Act covering all or any part of the Shares, by delivering a written request (a "Demand Registration Request") from therefor to the holder(s) Company. Such request shall state the number of Registrable Securities (as defined below (together, Shares to be disposed of and the "Securityholders") constituting at least fifty percent (50%) intended method of disposition of such shares by the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that Holder. In the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstancesevent there are multiple Holders, the Company shall give notice (the "Registration Notice") to all other Holders of the Securityholders within receipt of a request for registration pursuant to this Section 1.2 and such Holders shall then have thirty (30) days of the Company's receipt of such registration request, and to notify the Company shall cause in writing of their desire to be included participate in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a))registration. After such fifteen (15)-day period, the The Company shall file as promptly as practicable a registration statement and use its commercially reasonable best efforts to effect promptly the registration statement registering all shares on Form S-3 (or a comparable successor form) to the extent requested by the Holder, but in any event shall cause such the registration statement to become effective under within ninety (90) days after the Securities Act and remain effective for six date of the request by the Holder (6) months or such shorter period as may be required if all such Registrable Securities covered 120 days in the event of a “full review” by the Commission). The Company shall use its commercially reasonable best efforts to keep such registration statement are sold prior effective until the earlier of one hundred twenty (120) days or until the Holder has completed the distribution described in such registration statement. Notwithstanding the forgoing, to the expiration of such six (6)-month period; provided, however, extent that no request may be made pursuant registration on Form S-3 is not available to the Holder under this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence1.2, the Company shall not be obligated use commercially reasonable efforts to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 S-1 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)Act.

Demand Registration Rights. a. The (a) If the Company covenants and agrees that shall receive at any time after January 1one hundred and eighty (180) days after the effective date of the first registration statement for an Initial Public Offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, 2003 and after receipt of stock purchase or similar plan or a SEC Rule 145 transaction), a written request (a "Demand Registration Request") from the holder(s) Holders of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (more than 50%) % of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration and sale of Registrable Securities and such other securities (if any) then outstanding and held by the Holders, then the Company shall: (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and (ii) file, as soon as practicable and in any event within ninety (90) days of the receipt of such request, a registration statement with the SEC under the Securities Act covering all Registrable Securities which the Holders request to be registered (such request having been made within twenty (20) days of the mailing of such notice by the Company in accordance with Section 3.5) subject to the limitations of Section 2.1(b), and thereafter to use its reasonable best efforts to cause the registration statement to be declared effective as soon as practicable. (b) If the Holders initiating the registration request hereunder (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information in the written notice referred to in Section 2.1(a). The managing underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.3(j)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. (c) The Company agrees, if requested by the Initiating Holders, not to effect a public or private sale or distribution of its Common Stock, or any securities convertible into or exchangeable for such securities (other than any such sale or distribution of such securities in connection with any merger or consolidation by the Company or a subsidiary thereof or the acquisition by the Company or a subsidiary thereof of the capital stock or assets of any other Person or registration on Form S-4 or Form S-8 or any successor forms) during the 15-day period prior to filing through the 90-day period beginning on the effective date of any firm underwritten Registration Statement filed pursuant to Sections 2(a) hereof unless the underwriters managing the requested public offering otherwise agree; provided, however, that the provisions of this paragraph (c) shall not prevent the sale, distribution, conversion or exchange of any securities and grants of options during such date and then eligible for inclusion in a periods pursuant to stock option or benefit plans of the Company. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 10.1, stating that the Initiating Securityholders 2.1: (as defined belowi) desire and intend to have After the Company register has effected one (a "Demand Registration"1) all or a portion registration requested pursuant to this Section 2.1; (ii) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all date of the Securityholders within thirty (30) days of the Company's receipt of such registration requestfiling of, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen ending on a date ninety (1590) days after such Registration Notice is sent by the effective date of, a registration subject to Section 2.2 hereof; provided that the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use is actively employing in good faith its reasonable best efforts to cause such registration statement to become effective under effective; (iii) If the Holders propose to dispose of shares of Registrable Securities Act and remain effective for six (6) months or such shorter period as that may be required if all such Registrable Securities covered by immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.11 below and such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have has been declared effective by the SECor ordered effective; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one or (1iv) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities If there is requested to be included in the initial such registration requested under this Section 10.1(a) are not so included as a result less than $2.0 million of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have unless all or any number of such Securityholder's remaining Registrable Securities are included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"registration); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1).

Demand Registration Rights. a. The Company covenants and agrees that (a) Subject to the provisions of this Section 1.1, at any time after January 1the date hereof, 2003 and after receipt Purchaser may request registration for sale under the Act of a written request all or part of the Common Stock, no par value, of the Company (a "Demand Registration RequestCommon Stock") from then held by Purchaser or issuable to Purchaser pursuant to conversion of the holder(s) Convertible Debenture of Registrable Securities even date herewith, issued by the Company to Purchaser pursuant to the Purchase Agreement (as defined below (together, the "SecurityholdersDebenture"). The Company shall thereafter, as expeditiously as practicable, use its best efforts (i) to file with the Securities and Exchange Commission (the "SEC") constituting at least fifty percent under the Securities Act of 1933, as amended (50%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 specified in the Registrable Securities demand request and (ii) to cause such registration statement to be declared effective. The Company shall use its best efforts to cause each offering pursuant to this Section 1.1 to be managed, on such date and then eligible a firm commitment basis, by a recognized regional or national underwriter. The Company shall not be required to comply with more than two (2) requests by Purchaser for inclusion in a demand registration pursuant to this Section 10.1, stating that 1.1(a). (b) The Company shall not be required to effect a demand registration under the Initiating Securityholders Act pursuant to Section 1.1(a) above if (as defined belowi) desire and intend to have the Company register (receives such request for registration within 120 days preceding the anticipated effective date of a "Demand Registration") all or a portion proposed underwritten public offering of securities of the Registrable Securities held Company approved by them under such circumstances, the Company shall give notice (the "Registration Notice") Company's Board of Directors prior to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company ; (ii) within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) 6 months prior to the date of any such request for registration , a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after of securities of the Company has been effected one (1) such registration in which Purchaser had the right to participate pursuant to this Section 10.11.2 hereof; provided, further, that to or (iii) the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result Board of Directors of the provisions Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) the assets of the final sentence of this Section 10.1(a)Company, or a merger, reorganization, recapitalization, or similar transaction materially affecting the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) capital structure or more equity ownership of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")Company; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1(b)(iii) for a period not exceeding 3 months (or until such earlier time as such transaction is consummated or no longer proposed). The Company shall promptly notify Purchaser in writing of any decision not to effect any such request for registration pursuant to this Section 1.1(b), which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify Purchaser as soon as a demand registration may be effected. (c) Purchaser may withdraw a request for demand registration at any time before a registration statement is declared effective, in which event the Company shall withdraw such registration statement (and Purchaser shall not be deemed to have requested a demand registration for purposes of Section 1.1(a) hereof). If the Company withdraws a registration statement under this Section 1.1(c) in respect of a registration for which the Company would otherwise be required to pay expenses under Section 1.4(b) hereof, Purchaser shall be obligated liable to effect no more than the Company for all expenses of such registration specified in Section 1.4(b) hereof in proportion to the number of Shelf Registrations as may shares Purchaser shall have requested to be necessary registered, and Purchaser shall not be deemed to provide each and every Substantial Holder with the right to request one (1)have requested a demand registration for purposes of Section 1.1(a) hereof.

Demand Registration Rights. a. The Company covenants and hereby agrees with the holders of the Subscription Units or their permitted transferees (collectively, the “Holders”) that at any time following six months after January 1, 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) date of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion completion of the Registrable Securities held Business Combination by them under such circumstancesthe Company, upon the written notice of the Holders holding a majority of the Subscription Units then outstanding (the “Requesting Holders”), the Company shall give notice shall, within forty-five (the "Registration Notice"45) to all of the Securityholders within thirty (30) business days of the Company's receipt of such registration requestwritten notice, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act providing for the proposed resale of the Ordinary Shares underlying the Units, the Warrants and remain effective for six the Rights (6) months or such shorter period as may be required if the “Requested Shares”), all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant extent requisite to this Section 10.1(a) if within six (6) months prior to permit the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective sale or other disposition by the SEC; provided, further, that, subject to prospective seller or sellers of the following sentence, Requested Shares provided further that the Company shall not be obligated to effect any such registration: (a) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration pursuant statement pertaining to this Section 10.1 after securities of the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file other than a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included securities in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to transaction under Rule 415 145 promulgated under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"“Rule 145”) or with respect to an employee benefit plan); provided, however, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (b) After the Company has effected two (2) such registrations pursuant to this Section 6.1 and each such registration has been declared or ordered effective; or (c) If any such Requesting Holders may dispose of shares of Registrable Securities pursuant to an effective registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”). The Company shall not undertake, or be obligated required to effect no more undertake, any action to qualify, register or list any securities on any exchange other than such number of Shelf Registrations as may the Nasdaq Stock Market in connection with this Section 6.1, provided that the Ordinary Shares continue to be necessary to provide each and every Substantial Holder with listed on the right to request one (1)Nasdaq Stock Market.

Demand Registration Rights. a. (a) The Company covenants and agrees that Majority Noteholder Investors shall collectively have the right by written notice at any one time after January 1the earlier to occur of (i) consummation of an initial public offering and (ii) the maturity date of the Convertible Senior Subordinated Notes, 2003 and after receipt to request that the Corporation effect a Registration under the Securities Act of a written request (a "Demand Registration Request") from its shares of Common Stock underlying, or previously converted into pursuant to the holder(s) of Registrable Securities (as defined below (togetherterms of, the "Securityholders"Convertible Senior Subordinated Notes or the Series E Preferred Stock; (b) constituting the Series B and C Majority Preferred Investors shall collectively have the right by written notice, at least fifty percent any one time after the earlier to occur of (50%i) of the Registrable Securities date on such date which any other Stockholder can exercise demand registration rights similar to those granted to the Series B and then eligible for inclusion in a registration C Majority Preferred Investors pursuant to this Section 10.14.1.1, stating (ii) consummation of an initial public offering, and (iii) September 30, 2011, to request that the Initiating Securityholders Corporation effect a Registration under the Securities Act of its shares of Common Stock (as defined belowx) desire underlying, or previously converted into pursuant to the terms of, the Series B Preferred Stock or the Series C Preferred Stock, (y) held by the Series B and intend to C Majority Preferred Investors or (z) held by Telepark Corp.; and (c) the Series D Majority Preferred Investors shall collectively have the Company register 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 "Demand Registration") all Registration under the Securities Act of its shares of Common Stock underlying, or a portion of previously converted into pursuant to the Registrable Securities held by them under such circumstancesterms of, the Company Series D Preferred Stock. The Corporation shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause 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 registration statement capacity, the “Initiating Stockholders”) to become effective 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 remain effective for six (6any other governmental requirements or regulations) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)this Section 4.1.

Demand Registration Rights. a. (a) At any time after the -------------------------- Closing Date the holders of seventy-five (75%) percent of the Common Stock (calculated on an as-converted basis) sold pursuant to this Agreement (the "Holders" and each a "Holder") shall have the right to request the Company to prepare and file one registration statement (a "Demand Registration Statement") covering at least seventy-five (75%) percent of the shares of Common Stock (calculated on an as-converted basis) sold pursuant to this Agreement (the "Registrable Shares"). The Company covenants and agrees that at any time after January 1with Purchaser that, 2003 and after receipt of a upon written request of any Holder made pursuant to this Section 5.1 (which ----------- request shall state the number of Registrable Shares to be so registered and the intended method of distribution thereof), the Company shall use its best efforts to file a "Demand Registration Request"Statement under the Securities Act, to the extent necessary to permit their sale or other disposition in accordance with the intended method of distribution specified in the request of such Holder. The Company shall not be required to use its best efforts to effect more than one (1) from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.15.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable on a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six ----------- other than on Form S-3 (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall but not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file including a registration statement on Form S-3S-8 or S-4, each Securityholder that then owns fifteen percent or their successors, or any other form for a limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation). (15%b) The Company may postpone for a reasonable period of time, not to exceed ninety (90) days, the filing or more effectiveness of any Demand Registration Statement if the Registrable Securities then outstanding (negotiation or consummation of a "Substantial Holder") that shall make a written request to transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company shall be entitled in the Demand Registration Statement of material information which the Company has a bona fide business ---- ---- purpose for keeping confidential and the nondisclosure of which in the Demand Registration Statement might cause the Demand Registration Statement to have all or any number of such Securityholder's Registrable Securities included in a registration fail to comply with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")applicable disclosure requirements; provided, however, that the -------- ------- Company may not delay, suspend or withdraw a Demand Registration Statement for such reason for more than ninety (90) days or more often than twice during any period of twelve (12) consecutive months. (c) Anything in this Agreement to the contrary notwithstanding, Purchaser shall not offer any Registrable Shares pursuant to the Demand Registration Statement if such offering would require the Company (i) to furnish any financial statements other than as of the end of a fiscal quarter or (ii) to furnish any audited financial statements other than as of the end of a fiscal year, unless the Holder requesting such registration agrees to bear the expenses of furnishing such financial statements. In addition to the foregoing, in the event of a proposed offering by Purchaser pursuant to the Demand Registration Statement, at such time as any registration statement would be obligated required to include audited financial statements as of a fiscal year end, the Company may delay the dissemination of the required notice and the taking of any action to effect no more than a supplement to the Demand Registration Statement until such number time as such audited financial statements are available in the ordinary course of Shelf Registrations business. (d) Any registration initiated by Holders of Registrable Shares as may a demand registration pursuant to Section 5.1(a) hereof shall not -------------- count as a demand registration for purposes of Section 5.1(a) hereof (i) unless -------------- and until such registration shall have become effective or (ii) if such Holders withdraw their request for a demand registration at any time because such Holders (A) reasonably believed that the Demand Registration Statement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to provide each make the statements made therein not misleading, (B) notified the Company of such fact and every Substantial Holder with requested that the right Company correct such alleged misstatement or omission and (C) the Company has refused to request one (1)correct such alleged misstatement or omission.

Demand Registration Rights. a. The Company covenants and agrees that at (a) At any time after January 1the Closing Date, 2003 and after receipt of a written Holder may request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months of all or such shorter period as may be required if all such a part its Registrable Securities covered by such registration statement are sold prior (a "DEMAND REGISTRATION"). (b) Notwithstanding subsection (a) above or anything else herein to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentencecontrary, the Company shall not be obligated to effect any such registration more than two registrations pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")2; provided, however, that any registration requested pursuant to this Section 2 will not be deemed to have been effected (i) unless it has become effective and remained effective for the lesser of either the period necessary to complete the sale or disposition of the Registrable Securities covered by such registration statement or one year, (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) is withdrawn at the request of the Holders after the registration statement has been filed with the Commission. (c) Notwithstanding subsection (a) above or anything else herein to the contrary, it is hereby agreed that a Demand Registration must cover no less than 50% of the Registrable Securities held by the Holders then outstanding. In the event a Demand Registration is requested pursuant to this Section 2, the Company will (i) promptly give notice of the proposed registration to any other New Shareholder not making the request, if any, and (ii) use its reasonable best efforts to effect the registration of the Registrable Securities specified in the request, together with the Registrable Securities of any other New Shareholder joining in such request as are specified in a written request received by the Company within 20 days after receipt of the notice referred to in clause (i) above. (d) A registration statement filed under this Section 2 pursuant to the request of Holders of Registrable Securities may include other securities of the Company, with respect to which "piggyback" registration rights have been granted, and may include securities of the Company being sold for the account of the Company; provided, however, that if the Company shall be obligated request inclusion in any registration pursuant to effect no more than this Section 2 of the securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2, the New Shareholders shall offer to include such securities in the offering and may condition such offer on their acceptance of any other reasonable conditions (including, without limitation, if such offering is underwritten, that such requesting holders agree in writing to enter into an underwriting agreement with usual and customary terms). Notwithstanding any other provisions of this Section 2, if the representative of the underwriters advises the Holders of Registrable Securities in writing that marketing factors require a limitation on the number of Shelf Registrations shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated first to the Holders of Registrable Securities, the Difco Holders and LaSalle (pro rata, based on the number of Registrable Securities requested by each such holder to be included therein), second to the Company and thereafter to any other holders requesting inclusion in the registration on the basis of the number of shares each other requesting holder requests be included bears to the total number of shares of all other requesting holders that have been requested be included in such registration. If a person who has requested inclusion in such registration as may provided above does not agree to the terms of any such underwriting, such person shall be necessary to provide each and every Substantial Holder with excluded therefrom by written notice from the right to request one (1)Company, the underwriter, or the Holders of Registrable Securities. The securities so excluded shall also be withdrawn from registration.

Demand Registration Rights. a. (i) The Company covenants and agrees that at with the Underwriter and any time after January 1, 2003 and after receipt other or subsequent Holders of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below in paragraph (togetherf) of this Section 10) that, upon the written request of the then Holder(s) of Warrants, Registrable Securities or both, representing at least a majority of the shares of Common Stock underlying the Warrants originally issued to the Underwriter or its designees, made at any time within the period commencing one (1) year and ending five (5) years after the Effective Date, the Company will file as promptly as practicable and, in any event, within sixty (60) days after receipt of such written request, at its expense (other than (x) all underwriters', broker-dealers', placement agents' and similar selling discounts, commissions and fees relating to the sale of the Holder's Registrable Securities, (y) any costs and expenses of counsel, accountants or other advisors retained by the Holder and (z) all transfer, franchise, capital stock and other taxes, if any, applicable to the Holder's Registrable Securities (collectively, "SecurityholdersHolders' Expenses"), all of which shall be paid by the Holder), no more than once (except as otherwise provided below), a post-effective amendment (the "Amendment") constituting at least fifty percent (50%) of to the Company's Registration Statement on Form S-1, Registration No. 333-_____ as filed with the Securities and Exchange Commission on _____ __, 1999, or a new registration statement on an appropriate form under the Act, registering or qualifying the Registrable Securities on for sale in accordance with the intended method of sale or other disposition described in such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders request. Within fifteen (as defined below15) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under days after receiving any such circumstancesnotice, the Company shall give notice (to the "Registration Notice") to all other Holders of the Securityholders outstanding Warrants or Registrable Securities advising that the Company is proceeding with such Amendment or registration statement and offering to include the Registrable Securities of such Holders. The Company shall not be obligated to any other such Holder unless that other Holder accepts such offer by notice in writing to the Company within thirty twenty (3020) days thereafter. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause such Amendment or registration statement to become effective as promptly as practicable (but in any event within ninety (90) days of the Company's receipt initial filing of such Amendment or registration requeststatement) and for a period of twelve (12) months thereafter to reflect in the Amendment or registration statement financial statements prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, and individually, or in the Company shall cause aggregate, represent a fundamental or material change in the information set forth in the Amendment or registration statement to enable Holders of the Registrable Securities registered to sell such Registrable Securities. The Holders may register the Registrable Securities for sale pursuant to the Amendment or registration statement without exercising the Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration all shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering. (ii) Anything in this Section 10(a) to the contrary notwithstanding, if the Company's securities proposed to be registered for sale are to be distributed in an underwritten offering and the managing underwriter shall advise the Company in writing that, in its opinion, the amount of securities to be offered should be limited in order to assure a successful offering, the amount of Registrable Securities requested to be included in such Amendment or registration statement shall be so limited and shall be allocated among the persons selling such securities in the following order of priority: (x) first, securities subject to any demand or piggyback registration rights granted by the Company before the Effective Date, (y) next, Registrable Securities in proportion, as nearly as practicable, to the number of Registrable Securities desired and eligible to be sold by each Holder of such Registrable Securities and (z) next, any other shares of Common Stock subject to similar demand or piggyback registration rights granted by the Company in proportion, as nearly as practicable, to the number of shares of Common Stock desired and eligible to be sold by each holder of such Common Stock. In the event that, (x) pursuant to the preceding sentence, the managing underwriter limits the number of Registrable Securities that the Holders desire to have registered and (y) the Company does not thereafter effect a registration to include the Registrable Securities that the Holders were not then permitted to sell within one hundred eighty (180) days after the effective date of the Amendment or registration statement from which the Holders have been excluded, then, at any time after such one hundred eighty (180) day period until the period ending five (5) years after the Effective Date, the Holders of a majority of such Registrable Securities not so included may make a request to the Company for registration under the Act of all or part of such Registrable Securities not so included in accordance with Section 10(a)(ii). (iii) Notwithstanding anything in this Section 10(a) to the contrary, the Company will not be required to file an Amendment or registration statement (i) at a time when the audited financial statements required to be included therein by any are not available, which time shall be limited to the period commencing one hundred thirty five (135) days after the end of the Company's third quarter and ending ninety (90) days after the end of such Securityholder by notice received fiscal year, (ii) for the period beginning with the filing of a registration statement under the Act with respect to a public offering by the Company within fifteen of its securities and ending one hundred eighty (15180) days after the closing of such Registration Notice is sent by public offering or (iii) if in the reasonable opinion of the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, it would adversely impact the Company shall file as promptly as practicable a registration statement and use in its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six capital raising plans or otherwise (6) months or such shorter period as in which latter case filing may be required if all such Registrable Securities covered by such registration statement are sold prior delayed for up to the expiration of such six one hundred thirty five (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a135) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(adays), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1).

Demand Registration Rights. a. The Company covenants and agrees that (a) One or more Holders of not less than 20% of the Registrable Securities ("Initiating Holders") then outstanding may request at any time after January 1, 2003 and after receipt the expiration of the one-year period commencing as of the date hereof a written request (registration by the Company under the Securities Act of all or a "Demand Registration Request") from the holder(s) of part its Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration"). (b) all Notwithstanding subsection (a) above or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject anything else herein to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentencecontrary, the Company shall not be obligated to effect any such registration more than two registrations pursuant to this Section 10.1 after the Company has effected one (1) such 2; provided, however, that any registration requested pursuant to this Section 10.12 will not be deemed to have been effected (i) unless it has become effective and remained effective for the lesser of (1) the period necessary to complete the sale or disposition of the Registrable Securities covered by such registration statement, or (2) 180 days after the effective date of such registration statement, except with respect to any registration statement filed pursuant to Rule 415 under the Securities Act, in which case the Company shall use its best efforts to keep such registration statement effective until such time as all of the Registrable Securities cease to be Registrable Securities; (ii) if, after it has become effective, such registration 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 the selling Holders and has not thereafter become effective, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than solely by reason of a failure on the part of the selling Holders; provided, further, that any such registration which does not become effective after the Company has filed a registration statement in accordance with the provisions of this Section 2 solely by reason of the refusal to proceed of the Holder or Holders that have requested the Demand Registration pursuant to subsection (a) above, including failure to comply with the provisions of this Agreement (other than any refusal to proceed based upon the advice of counsel to such Holder or Holders that the registration statement, or the prospectus contained therein, contains 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 not misleading in the light of the circumstances then existing, or that such registration statement or such prospectus, or the distribution contemplated thereby, otherwise violates or would, if such distribution using such prospectus took place, violate any applicable state or federal securities law) shall be deemed to have been effected by the Company at the request of such Holder or Holders. (c) Notwithstanding subsection (a) above or anything else herein to the extent contrary, it is hereby agreed that a Demand Registration must cover no less than 50% of the Registrable Securities then outstanding. In the event a Holder requests that the Company effect a Demand Registration pursuant to this Section 2, the Company will (i) promptly give notice of the proposed registration to all other Holders and (ii) use its reasonable best efforts to effect the registration of the Registrable Securities specified in the request, together with the Registrable Securities of any other Holder joining in such request as are specified in a written request received by the Company within 20 days after receipt of the notice referred to in clause (i) above. (d) If the managing underwriter in any registration effected under this Section 2 advises the Company that, in its reasonable opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Holders of 66 2/3% of the Registrable Securities requested to be included in such registration, the initial Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. If the total number of Registrable Securities requested under this Section 10.1(a) are to be included in such registration cannot so be included as a result provided in the preceding sentence, holders of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional Registrable Securities requesting registration thereof pursuant to this Section 10.1. Furthermore2, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more representing not less than 33-1/3% of the Registrable Securities then outstanding (a "Substantial Holder") that with respect to which registration has been requested and constituting not less than 66 2/3% of the initiating Holders, shall make a have the right to withdraw the request for registration by giving written request notice to the Company shall be entitled to have all or any number within 20 days after receipt of such Securityholder's notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis are entitled pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)this Section 2.

Demand Registration Rights. a. The Company covenants and agrees that at any (a) Parent shall have the -------------------------- right, exercisable on multiple occasions from time to time after January 1, 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included lock-up period specified in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a)Underwriting Agreements, the Company shall be obligated but no more frequently than twice during any 12-month period, to effect one (1) additional registration pursuant require Technologies to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act register for an offering on a delayed or continuous basis pursuant to Rule 415 offer and sale under the Securities Act (a "Shelf Registration" Demand") all or a ------ portion of the Technologies Common Stock ("Demand Shares") held by Parent or any ------------- Parent Subsidiary; provided that Parent shall not be entitled to make a Demand -------- hereunder unless (i) the Demand Shares represents at least 5% of the aggregate shares of Technologies Common Stock then issued and outstanding and (ii) Parent holds not less than 10% of the then outstanding Technologies Common Stock on the date that Parent requests such Demand. Upon receiving a request for such Demand, Technologies shall use reasonable best efforts (i) to file as promptly as reasonably practicable a registration statement on such form as Technologies may reasonably deem appropriate (provided that Technologies shall not be -------- obligated to register any securities on a "Shelf Registration Requestshelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) providing for the registration of the sale of such Demand Shares pursuant to the intended method of distribution requested by Parent (a "Demand ------ Registration"), and (ii) to cause such registration statement first to become ------------ effective and then to remain effective for such period of time (not to exceed 90 days from the day such registration statement first becomes effective, subject to extension to the extent of any suspension in the obligation to keep effective provided below) as may be reasonably necessary to effect such offers and sales. (b) Notwithstanding anything in this Agreement to the contrary, Technologies shall be entitled to postpone and delay, for reasonable periods of time, but in no event more than an aggregate of 60 days during any 12-month period (a "Blackout Period"), the filing or effectiveness of any registration --------------- statement relating to a Demand Registration if Technologies shall determine that any such filing or the offering of any Demand Shares would, (i) in the good faith judgment of the Board of Directors of Technologies, impede, delay or otherwise interfere with any pending or contemplated material acquisition, corporate reorganization or other similar transaction involving Technologies, (ii) based upon advice from an investment banker or financial advisor, adversely affect any pending or contemplated financing, offering or sale of any class of securities by Technologies or (iii) in the good faith judgment of the Board of Directors of Technologies, require disclosure of material non-public information (other than information relating to an event described in clauses (i) or (ii) above) which, if disclosed at such time, would be harmful to the best interests of Technologies and its stockholders; provided, however, that in each case -------- ------- Technologies shall give written notice to Parent of its determination to postpone or delay the Company filing of any Demand Registration; and provided, further, -------- ------- that in each case in the event that Technologies proposes to register Technologies Common Stock, whether or not for sale for its own account, during a Blackout Period, Parent shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with have the right to request one (1)exercise its rights under

Demand Registration Rights. a. (i) The BA Stockholders, as a group, shall have five (5) rights commencing on the date hereof, (ii) the Xxxxxx Stockholders, as a group shall have one (1) right commencing on the date hereof, (iii) the Xxxx Stockholders, as a group, shall have one (1) right commencing upon the Closing Shares Shelf Expiration, (iv) the Blackstone Stockholders, as a group, shall have one (1) right commencing upon the Closing Shares Shelf Expiration and (iii) THL Stockholders, as a group shall have one (1) right commencing upon the Closing Shares Shelf Expiration (each such Stockholder so requesting a Demand Registration, an “Initiating Stockholder”), in each case exercisable by written notice (given by, as applicable, any of the BA Stockholders on behalf of the BA Stockholders, any of the Xxxxxx Stockholders on behalf of the Xxxxxx Stockholders, any of the Xxxx Stockholders on behalf of the Xxxx Stockholders, any of the Blackstone Stockholders on behalf of the Blackstone Stockholders, or any of the THL Stockholders on behalf of the THL Stockholders) to the Company covenants and agrees (with a copy to be provided by the Company to each of the other Stockholders) to request that at any time after January 1, 2003 and after receipt the Company effect the registration under the Securities Act of all or a written request (a "Demand Registration Request") from part of the holder(s) of Initiating Stockholder’s Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "“Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the ”). The Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made any Registration Statement filed pursuant to this Section 10.1(a2.2 (subject to Section 2.6(c)hereof) if within six to remain effective until the earlier of (6i) months prior to the date of on which all Registrable Securities included within such request a registration statement pursuant to this Section 10.1(a) shall Registration Statement have been declared effective by sold (other than in a private sale to a transferee to whom registration rights are effectively assigned in accordance with Section 6.1 hereof) and (ii) the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected expiration of one (1) year from the date such registration pursuant to this Section 10.1; provided, further, that to Registration Statement first becomes effective (exclusive of any period during which the extent that any holders of Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result prohibited or impaired from disposition of Registrable Securities by reason of the provisions occurrence of the final sentence of this Section 10.1(aa Permitted Interruption), at which time the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)deregister any of such securities that remain unsold.

Demand Registration Rights. a. The Company covenants and agrees that (a) From the date hereof until the Trigger Time, at any time after January 1and from time to time, 2003 and after receipt the Holder, subject to the limitations of this Section 2.2 of this Schedule 3, to the extent permitted by applicable Law, shall be entitled to make no more than, during any twelve-month period, two written requests of the Company for the Company to file a Prospectus under applicable securities Laws and/or, if the Company is not eligible under applicable Law to register Registrable Securities by way of a written request (Registration Statement on Form S-3 pursuant to Section 2.1, a "Demand Registration Request") from Statement other than a Shelf Registration Statement under the holder(s) of Registrable Securities (Act and take such other steps as defined below (together, the "Securityholders") constituting at least fifty percent (50%) may be necessary to facilitate a secondary offering in one or more of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1Qualifying Provinces and/or the United States, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") applicable, of all or a any portion of the Registrable Securities held by them under such circumstancesthe Holder (a “Demand Registration”), the Company shall give by giving written notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause Demand Registration to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a“Demand Notice”)). After such fifteen . (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6b) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the The Company shall not be obligated obliged to effect any such registration pursuant to this Section 10.1 a Demand Registration: (i) within a period of three months after the date of completion of a Distribution in respect of which either a Demand Notice or Piggy-Back Notice was delivered; (ii) if, in the Company’s reasonable judgment, it is not feasible for the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to proceed with a Demand Distribution because of the extent that unavailability of audited or other required financial statements or financial information or disclosure of the Company or any Registrable Securities requested other Person required to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration Prospectus pursuant to this Section 10.1. Furthermoreapplicable Law or any other disclosure required pursuant to applicable securities Laws; provided, at any time that the Company shall use its commercially reasonable efforts to obtain such financial statements or other disclosure as promptly as practicable; (iii) during any black-out period in which the Company is not permitted to issue securities or insiders of the Company are restricted from trading in securities of the Company under applicable Law, the Company’s xxxxxxx xxxxxxx policy or any other applicable policy of the Company; or (iv) if the Demand Registration is expected to result in gross proceeds of less than $50 million, unless the number of Registrable Securities to be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen included in the Demand Distribution represents five percent (15%) or more of the Registrable Securities Common Shares then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"fully diluted basis); provided, however, that if the Holder provides a reasonably detailed written notice to the Company advising the Company that Altria has determined based on information not reasonably available to it as at the date of this Agreement and after consultation with its outside legal counsel, a nationally recognized firm, that the holding of an investment in the Company by any member of the Altria Group under this Agreement or any of the Transaction Agreements would reasonably be expected to result in a violation of, or any material liability, other than any liability arising from obligations required to be performed by the Altria Group under this Agreement or any of the Transaction Agreements, to the Altria Group under applicable Law and such violation or liability, in the reasonable determination of Altria, after consultation with its outside legal counsel, a nationally recognized firm, could not reasonably be expected to be cured (other than a disposition of the Common Shares beneficially owned by the Altria Group to a third party) by commercially reasonable efforts to do so, which notice outlines the basis upon which the Altria Group has reached the above referenced determination, then the Company shall not be obligated able to effect no refuse a Demand Notice solely on the basis of the limitations included in Sections 2.2(b)(i) and 2.2(b)(iii) of this Schedule 3. (c) The Company shall be entitled to postpone a Demand Registration (upon written notice to the Holder) in the event the Company Board reasonably determines in its good faith judgment that there exists a Valid Business Reason, in which case the Company’s obligations under this Section 2.2 of this Schedule 3 shall be deferred for a period of not more than 90 days from the date of receipt of the Demand Notice; provided, however, that (A) the Company shall give written notice to the Holder: (x) of its determination to postpone filing of the Prospectus and/or 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 at which it determines the Valid Business Reason to no longer exist; and (B) the Company shall not qualify or register any securities offered by the Company during such period. (d) A Demand Notice shall: (i) specify the number of Shelf Registrations 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) the minimum offering price per Registrable Security that the Holder, acting reasonably, would be willing to accept in such Demand Registration; (v) contain the undertaking of the Holder to provide all such information regarding the Holder, its holdings and the proposed manner of distribution thereof and to take all such other actions as may be necessary required in order for the Company, the Holder and the Distribution to provide each comply with all applicable Laws; and (vi) specify whether such offer and every Substantial Holder with sale will be made on an underwritten or fully-marketed basis. (e) In the case of an underwritten public offering initiated pursuant to this Section 2.2 of this Schedule 3, the Company shall have the right to select the managing underwriter(s) and other 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 have the right to retain counsel of its choice to assist it in fulfilling its obligations under this Article II of this Schedule 3. (f) Subject to Section 2.4 of this Schedule 3, Common Shares other than Registrable Securities may be included in any Demand Registration. (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 securities of the Company other than pursuant to the Share Incentive Plan, or acquire any securities of the Company, whether for its own account or for the account of another securityholder, from the date of a Demand Notice until the date of the closing of the sale of the Registrable Securities in accordance with a Demand Registration (unless the Holder withdraws its request one (1for qualification or registration of its Registrable Securities pursuant to such Demand Registration in accordance with Section 2.5(a) of this Schedule 3).

Demand Registration Rights. a. The Company covenants and agrees that (a) Subject to the provisions hereof, Rhône Capital III may, on behalf of any Holder or Holders, at any time after January 1, 2003 from and after receipt the Issuance Date request registration for resale under the Securities Act of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) 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 4.1(e) 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 Rhône Capital III’s request pursuant to the first sentence of this Section 4.1(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 Rhône Capital III’s request therefor and (ii) to cause such date and then eligible for inclusion in 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 10.1, stating 4.1(a): (i) with respect to securities that are not Registrable Securities; (ii) during any Scheduled Black-Out Period; (iii) if the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion aggregate offering price of the Registrable Securities held by them under such circumstancesto be offered is less than $20,000,000, unless the Company shall give notice (the "Registration Notice") Registrable Securities to be offered constitute all of the Securityholders then-outstanding Registrable Securities; or (iv) within thirty (30) 180 days after the effective date of a prior registration in respect of the Company's receipt ’s Common Stock, including, without limitation, a Demand Registration (or, in the event that Holders were prevented from including any shares of Common Stock requested to be included in a Piggy-Back Registration pursuant to Section 4.2(a) or (b), within 90 days after the effective date of a prior registration in respect of the Company’s Common Stock). If permitted under the Securities Act, such registration request, Registration Statement shall be one that is automatically effective upon filing. (b) Rhône Capital III shall be entitled to request 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 at least 50% of the Company shall cause Registrable Securities requested by Rhône Capital III to be included in such registration 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 Registration Statement has become effective, such 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 Rhône Capital III or its Affiliates, and as a result of any such circumstances described in clause (i) or (ii), less than all of the Registrable Securities covered by the Registration Statement are sold by the selling Holder or Holders pursuant to the Registration Statement. (c) The Company may include in a Demand Registration shares of Common Stock for sale for its own account or for the account of other security holders of the Company. If such Demand Registration is in respect of an underwritten offering and the managing underwriters of the requested Demand Registration advise the Company and Rhône Capital III that in their reasonable opinion the number of shares of Common Stock proposed to be included in the Demand Registration 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 include in such Demand Registration 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 Rhône Capital III and all other Holders, pro rata on the basis of the aggregate number of Registrable Securities requested to be included therein by any each such Securityholder by notice received by Holder, (ii) second, the shares of Common Stock the Company within fifteen proposes to sell and (15iii) days after such Registration Notice is sent by the Company third, any other shares of Common Stock that have been requested to be so included. (subject to the provisions d) If any of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by a Demand Registration are to be sold in an underwritten offering, the Company and Rhône Capital III shall mutually agree upon selection of the managing underwriter or underwriters. If the Company and Rhône Capital III are unable to agree on the managing underwriter or underwriters within a reasonable amount of time, the Company and Rhône Capital III 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 (i) would be seriously detrimental to the Company in that such registration statement are sold prior 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 Rhône Directors), in the best interests of the Company to disclose and is not, in the expiration opinion of the Company’s counsel, otherwise required to be disclosed, then the Company shall have the right to defer such six (6)-month periodfiling for the period during which such registration would be seriously detrimental; provided, however, that no request (x) the Company may be made pursuant to this Section 10.1(anot defer such filing for a period of more than 90 days after receipt of any demand by Rhône Capital III, and (y) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated exercise its right to effect defer a Demand Registration or offers or sales more than once in any 12-month period. The Company shall give written notice of its determination to Rhône Capital III to defer the filing and of the fact the purpose for such registration pursuant to this Section 10.1 deferral no longer exists, in each case, promptly after the Company has effected one occurrence thereof. (1f) such registration pursuant to this Section 10.1; providedNotwithstanding the foregoing, further, if the Board determines in its good faith judgment that continuing offers and sales of Registrable Securities registered under a shelf Demand Registration (i) would be seriously detrimental to the extent Company in that any Registrable Securities requested 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 Rhône Directors), in the best interests of the Company to disclose and is not, in the opinion of the Company’s counsel, otherwise required to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a)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 would be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")seriously detrimental; provided, however, that the total number of days that any such suspension may be in effect in any 180-day period shall not exceed 60 days. The Company shall be obligated give written notice of its determination to effect Rhône Capital III to suspend the offers and sales and of the fact the purpose for such suspension no more than longer exists, in each case, promptly after the occurrence thereof. (g) Upon the date of effectiveness of any Demand Registration for an underwritten offering and if such number offering is priced promptly on or after such date, the Company shall use commercially reasonable efforts to keep the Registration Statement effective until the earlier of Shelf Registrations (i) two years (in the case of a shelf Demand Registration) or 90 days (in the case of any other Demand Registration) from the effective date of such Registration Statement and (ii) such time as may be necessary all of the Registrable Securities covered by such Demand Registration have been sold pursuant to provide each and every Substantial Holder with the right to request one (1)such Demand Registration.

Demand Registration Rights. a. The Company covenants and agrees that (a) Subject to the conditions of this ARTICLE III, if at any time after January 1or from time to time following the Issuance Date, 2003 and after receipt of the Company receives a written request from the Investor (a "Demand Registration Request"“Demand”) from that the holder(s) of Registrable Company file a registration statement under the Securities (as defined below (together, Act covering the "Securityholders") constituting at least fifty percent (50%) registration for resale of the Registrable Securities on such date and Securities, then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstancesshall, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt thereof (the “Required Filing Date”), file with the SEC a registration statement pursuant to Rule 415 of the Securities Act (the “Registration Statement”) on Form S-3 (or any successor form thereto), or if Form S-3 may not be used by the Company pursuant to applicable law, on Form S-1 (or any successor form thereto) with respect to the resale, from time to time, covering all of the Registrable Securities held by the Designated Holder. The Registration Statement shall contain substantially the “Plan of Distribution” attached hereto as Exhibit A. The disposition of Registrable Securities from the Registration Statement may occur, at any time, in one or more underwritten offerings, block transactions, broker transactions, at-market transactions or in such registration requestother manner or manners as may be specified by the applicable Designated Holder. Notwithstanding the above, and if the Company is required to file the Registration Statement on a Form S-1, then the Company shall cause have sixty (60) days from the Demand to be included prepare and file the Registration Statement and the Required Filing Date shall be, in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by case, the Company within fifteen sixtieth (1560th) days day after such Registration Notice is sent by the Company Demand. (subject to b) Notwithstanding the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day periodforegoing, the Company shall file as promptly as practicable not be required to effect a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) ARTICLE III if within six (6) months prior the Company shall furnish to the date of such request Designated Holder requesting a registration statement pursuant to this Section 10.1(a) shall have been declared effective 3 a certificate signed by the SEC; provided, further, Company’s Chief Executive Officer or Chairman of the Board of Directors stating that, subject in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the following sentenceCompany and its stockholders for such registration statement to be effected at such time. In such case, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the Demand of the Investor, provided that such right shall be obligated to effect any such registration pursuant to this Section 10.1 after exercised by the Company has effected not more than once in any twelve (12) month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (1120) such day period (other than a registration pursuant relating to this Section 10.1; provideda corporate reorganization or transaction under Rule 145 of the Securities Act, further, a registration on any form that to does not include substantially the extent that any Registrable Securities requested same information as would be required to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more covering the resale of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all Securities, or any number of such Securityholder's Registrable Securities included in a registration with in which the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1).

Demand Registration Rights. a. The (i) Subject to the provisions contained in this SECTION 23(b), any Holder or Holders may request (each, a "REQUESTING HOLDER") on not more than two (2) occasions in writing (a "DEMAND REQUEST") that the Company covenants effect the registration under the Securities Act of that number of Common Units constituting Registrable Securities requested and agrees owned by the Requesting Holder(s) (a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, the Registrable Securities to be included in such Demand Registration comprise at least 100,000 Common Units (subject to adjustment as herein provided); PROVIDED, FURTHER, that at the Company will in no event be required to effect more than one Demand Registration for the Holders in total in any time after January 1, 2003 and after 12-month period. Upon receipt of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall will cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and on an appropriate form under the Securities Act, filed with the SEC within 90 days after receiving a Demand Request (the "REQUIRED FILING DATE"), such Registrable Securities as may be requested by Joining Holders joining in such request pursuant to SECTION 23(b)(ii). The Company shall use its reasonable best efforts to cause any such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; providedSEC as promptly as practicable after such filing but in any event not later than 150 days (or such longer period, furthernot in excess of 240 days, that, subject during which the Company shall be diligently pursuing having such registration statement so declared effective) following the date of the Demand Request. (ii) If at any time the Company proposes to register Common Units for the account of the Requesting Holders pursuant to SECTION 23(b)(i) then the Company shall give written notice of such proposed filing to the following sentenceHolders of Warrant Certificates as soon as practicable (but in no event less than 30 days before the anticipated filing date). Upon the written request of any such Holder, received by the Company no later than the 10th business day after receipt by such Holder of the notice sent by the Company (each such Holder a "JOINING HOLDER"), to register, on the same terms and conditions as the securities otherwise being sold pursuant to such Demand Registration, any of its Registrable Securities, the Company shall not be obligated will use its best efforts to effect any such registration pursuant to this Section 10.1 after cause the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial securities to be covered by the registration requested under this Section 10.1(astatement proposed to be filed by the Company on the same terms and conditions as any similar securities included therein, all to the extent requisite to permit the sale or other disposition by each Holder of the Registrable Securities so registered. (iii) are A registration will not so included count as a result Demand Registration until it has become effective; PROVIDED, HOWEVER, that if, after it has become effective, an offering of Registrable Securities pursuant to a registration statement is terminated by any stop order, injunction, or other order of the provisions SEC or other governmental agency or court, such registration pursuant thereto will be deemed not to have been effected and will not count as a Demand Registration. (iv) Unless the Requesting Holder otherwise elects, all Demand Registrations will be underwritten offerings. With respect to any offering of Registrable Securities pursuant to a Demand Registration in the final sentence form of this Section 10.1(a)an underwritten offering, the Company shall be obligated select an investment banking firm or firms of national standing to effect one (1) additional registration pursuant manage the underwritten offering, subject to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file consent of the Requesting Holders of a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more majority of the Registrable Securities then outstanding for such registration, which consent shall not be withheld unreasonably. (v) Securities to be sold for the account of any Person or entity (including the Company) other than Requesting Holders or Joining Holders may be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will materially and adversely affect the price or success of the offering (a "Substantial HolderMATERIAL ADVERSE EFFECT") ). Furthermore, in the event that the managing underwriter or underwriters shall make a written request advise the Requesting Holders that even after exclusion of all securities of the other Persons or entities pursuant to the Company immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders and Joining Holders is sufficiently large to cause a Material Adverse Effect, the number of Common Units to be included in such Demand Registration shall be entitled to have allocated among all or any Holders pro rata based on the ratio the number of Common Units each such Securityholder's Registrable Securities Holder requests be included bears to the total number of Common Units of all Holders that have been requested be included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)registration.

Demand Registration Rights. a. The Company covenants and agrees that at with the Representative and any time after January 1subsequent Holders of the Warrants and/or Warrants Shares that, 2003 and on one occasion, within 60 days after receipt of a written request (a "Demand Registration Request") from the holder(s) Representative or from Holders of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) more than 25% in interest of the Registrable Securities on such date and then eligible for inclusion in a registration aggregate of Warrants and/or Warrant Shares issued pursuant to this Section 10.1, stating Agreement that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all Representative or a portion such Holders of the Registrable Securities held by them Warrants and/or Warrant Shares desires and intends to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstancescircumstances that a public offering, within the meaning of the Act, will be involved, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration requestshall, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day periodon that one occasion, the Company shall file as promptly as practicable a registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act at the Company's expense) with respect to the offering and remain effective sale or other disposition of the Warrant Shares (the "Offered Warrant Shares"); PROVIDED, HOWEVER, that the Company shall have no obligation to comply with the foregoing provisions of this Section 15.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders, from whom such written requests has been received, registration under the Act is not required for six (6) months or such shorter period as may be required if all such Registrable Securities covered the transfer of the Offered Warrant Shares in the manner proposed by such person or persons or that a post-effective amendment to an existing registration statement are sold prior would be legally sufficient for such transfer (in which latter event the Company shall promptly file such post-effective amendment (and use its best efforts to cause such amendment to become effective under the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to Act)). Notwithstanding the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentenceforegoing, the Company shall not be obligated to file a registration statement with respect to the Offered Warrant Shares on more than one occasion. The Company may defer the preparation and filing of a registration statement for up to 90 days after the request for registration is made if the Board of Directors determines in good faith that such registration or post- effective amendment would adversely affect or otherwise interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any period of time in which the Company is in possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for disclosure. The Company shall not honor any request to register Warrant Shares pursuant to this Section 15.1 received later than five (5) years from the effective date of the Company's Registration Statement on Form SB-2 (File No. 333-841) (the "Effective Date"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 90 days after the effective date of the registration statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); PROVIDED, HOWEVER, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any such other securities, or (ii) to cause any registration statement with respect to the Warrant Shares to become effective prior to the Initiation Date. All expenses of registration pursuant to this Section 10.1 after 15.1 shall be borne by the Company has effected one (1) such registration excluding underwriting discounts and commissions on Warrant Shares not sold by the Company). The Company shall be obligated pursuant to this Section 10.1; provided, further, 15.1 to include in the registration statement Warrant Shares that have not yet been purchased by a Holder of Warrants so long as such Holder of Warrants submits an undertaking to the extent Company that any Registrable Securities requested such Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such registration statement prior to the initial registration requested under this Section 10.1(a) are not so included as a result consummation of the provisions public offering with respect to such Warrant Shares. In addition, such Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the final sentence of this Section 10.1(a), the Company shall be obligated public offering with respect to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)Warrant Shares.

Demand Registration Rights. a. The Company covenants and agrees that If, at any time after January 1time, 2003 and after receipt the holders of a written request -------------------------- fifty-one percent (51%) of the Warrant Stock give notice (a "Demand Registration Request------ Notice") to the Issuer that such holders contemplate the transfer of ------ their Warrant Stock under circumstances that a public offering is required, then the Issuer shall, as soon as practical, but not later than sixty days from the holder(s) date of Registrable receipt of such notice, use its best efforts to cause a registration statement to be filed with the Securities and Exchange Commission (as defined below (togetheralong with any successor federal agency having similar powers, the "SecurityholdersCommission") constituting at least fifty percent to the end that such ---------- Warrant Stock may be sold under the Securities Act as promptly as practical thereafter (50%) of such filing a "Demand Registration"); ------------------- provided, however, that the Registrable Securities on such date and then eligible for inclusion in a Issuer shall not be obligated to effect ----------------- more than one registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)6(b). After such fifteen (15)-day period, the Company The Issuer ------------ shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such the registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made filed pursuant to this Section 10.1(a6(b) if to become effective within six (6) months prior to ninety days ------------ from the date of receipt of a Demand Notice. The Issuer has the right to defer the filing of any such request registration statement or any amendment to such registration statement (a) in order to enable the Issuer to prepare necessary financial statements for inclusion in such registration statement, including any financial statements of any corporation or other entity which has been or is expected to be acquired, (b) in order that the Issuer not be required to disclose material nonpublic information, provided that delays of the type referred to in this clause (b) do not exceed ninety days in the aggregate, or (c) in order that a filing not be made earlier than two hundred seventy days after the effective date of any other registration statement filed by the Issuer. If the Issuer is able to register the holder's Warrant Stock on a Form S-3, or subsequent similar form, in a manner which does not require inclusion in any information concerning the Issuer other than to incorporate by reference its filing under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the period referred to in clause (c) ------------ is one hundred thirty-five days. It is a condition to the Issuer's obligations to file a registration statement pursuant to this Section 10.1(a6(b) and Section 6(c) of this Warrant that the holders of ------------ ------------ this Warrant and any Warrant Stock provide the Issuer with such information as the Issuer may request concerning the sellers and their plan of distribution. The Issuer shall have been declared effective by the SEC; provided, further, that, subject use its best efforts to the following sentence, the Company shall not be obligated to effect keep any such registration statement filed pursuant to this Section 10.1 after 6(b) ------------ current and effective until the Company has effected one earlier of (1i) nine months from the effective date of the registration statement or (ii) such date as all holders demanding registration shall have sold all the registered shares or shall have advised the Issuer that they no longer desire to sell such shares pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial such registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence statement. For purposes of this Section 10.1(a)6(b)(ii) ---------------- only, the Company Holder agrees that, if required in connection with the contemplated offering by the managing underwriter, it and the Warrant Stock shall be obligated to effect one bound by any "lock-up" or other agreement between the Issuer and any underwriter of Common Stock (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more other Securities of the Registrable Securities then outstanding (a "Substantial Holder"Issuer) that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as which may be necessary to provide entered into in connection with each and every Substantial Holder with underwritten public offering of the right to request one Common Stock (1)or other Securities of the Issuer) so long as the "lock-up" period does not exceed ninety days following the commencement of the public offering.

Demand Registration Rights. a. 2.1 The Company covenants hereby grants to the Stockholders, and agrees that at any time after January 1, 2003 and after receipt to each of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (togetherthem, the "Securityholders") constituting at least fifty percent (50%) of right to require the Registrable Securities on such date and then eligible Company to use its reasonable best efforts to cause the registration for inclusion sale in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") public offering of all or a portion of the Stockholders’ Registrable Securities held in 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 (exclusive of any registrations previously effected pursuant to the terms of the Existing Agreement) or effect more than one (1) in any twelve (12) month period. If the Company shall have received a written request submitted by them under one or more Stockholders owning at least a majority of the Registrable Securities outstanding at the time of such circumstancesrequest (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 sold (for the purposes of this Section 2, together with the Registrable Securities referred to in subsection 2.1.2 below, “Shares”), which request shall in no event cover Shares with less than a $10 million estimated offering price, and the proposed plan for distribution of the Shares, the Company shall give notice will: 2.1.1 Give prompt (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included but in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company event within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions receipt of the final sentence Requisite Holders’ notice) notice to all other Stockholders of this Section 10.1(a)). After 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)-day period15) 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 shall 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 subsection 2.1. 2.1.3 Prepare and file as promptly soon as practicable practicable, but in no event later than thirty (30) days from the Company’s receipt of the last Stockholder’s request to have such 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 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 Registration Statement to become effective under 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 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 Shares during the period required for distribution of the Shares, which period shall not be in excess of the earlier of (i) nine months from the effective date of such Registration Statement, and remain effective for six (6ii) months the sale or such shorter period as may be required if other disposition of all such Registrable Securities Shares covered by such registration statement are sold prior 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 expiration Company and its stockholders for such Registration Statement to be filed and it is therefore essential to defer the filing of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentenceRegistration Statement, the Company shall have the right to defer such filing for a period of not be obligated to effect any such registration pursuant to this Section 10.1 more than sixty (60) days after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result receipt of the provisions request of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")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 right of each Stockholder to require the Company to register Shares pursuant to the provisions of this Section 2 shall be obligated subject to effect no more than such number the condition that if a request for registration is made within sixty (60) days prior to the conclusion of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the Company’s then current fiscal year, the Company shall have the right to request one 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 exceeds the amount which can be sold in (1)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 so requested to be included by the 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 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 voluntary termination of such 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 satisfied or performed.

Demand Registration Rights. a. The (a) Subject to the provisions hereof (including, without limitation, the last two sentences of this Section 2(a)), during the period commencing 10 Business Days after the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and ending on June 30, 2027; so long as there are any Registerable Securities then outstanding, the Holders of a majority of the Registerable Securities then outstanding (the “Initiating Holders”) may request that the Company covenants prepare and agrees file with the SEC a registration statement on Form S-3 (on an automatically effective basis to the extent the Company is eligible to do so) (“Form S-3”) or, alternatively in the event that at any time after January 1the Company is not then eligible to use Form S-3, 2003 on an appropriate form under the Securities Act (together with all amendments and supplements thereto, including post-effective amendments and new registration statements, in each case including the Prospectus contained therein, all exhibits thereto and all materials and documents incorporated by reference therein, a “Demand Registration Statement”), registering under the Securities Act the offer and sale of all or part of the then-outstanding Registerable Securities (a “Demand Registration”) of such Initiating Holders by giving written notice thereof to the Company, which request will specify (i) the number of Registerable Securities proposed to be sold by such Initiating Holders and (ii) the intended method of disposition thereof, which in the case of clauses (i) and (ii) satisfies the Minimum Holders Condition. Within 10 Business Days after receipt of a such request, if the Company chooses to seek to effect the registration contemplated by this Section 2, then the Company will give written request (a "notice of such Demand Registration Request") from request to all other Holders and include in such registration all such Registerable Securities with respect to which the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible Company has received written requests for inclusion in a registration pursuant to this Section 10.1, stating that therein within five Business Days after the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days mailing of the Company's receipt ’s notice to the applicable Holder. Each such request must specify the number of such registration request, Registerable Securities to be registered and the Company shall cause intended method of disposition thereof in order to be included in such registration. Subject to the provisions of Section 2(f) below, if the Company chooses to seek to effect the registration contemplated by this Section 2, then the Company need not effect more than two Demand Registrations in total in order for the Company to continue to have the benefit of the Dividend Cap. The number of Registerable Securities proposed to be sold by the Initiating Holders either (i) shall be all Registrable the Registerable Securities or (ii) shall have a Liquidation Preference (as defined in the Articles Supplementary) of at least $25,000,000. If the Company chooses to seek to effect the registration contemplated by this Section 2, then the Company will use its commercially reasonable efforts to file the Demand Registration Statement no later than 45 days after the Initiating Holders’ request for a Demand Registration in the case of a registration statement on Form S-3 and 90 days in the case of a registration statement on Form S-11 or such other appropriate form. If the Company chooses to seek to effect the registration contemplated by this Section 2, then it will use its commercially reasonable efforts (b) Notwithstanding anything to the contrary contained in this Section 2, if at the time the Company receives a request for a Demand Registration, the Company has an effective Shelf Registration Statement, the Company may include all or part of the Registerable Securities covered by such request in such Shelf Registration Statement, including by virtue of including the Registerable Securities in a prospectus supplement to such Shelf Registration Statement and filing such prospectus supplement pursuant to Rule 424(b)(7) under the Securities Act (in which event, the Company shall be deemed to have satisfied its registration obligation under this Section 2 with respect to such Demand Registration request and such Shelf Registration Statement shall be deemed to be a Demand Registration Statement for purposes of this Agreement). (c) If the Demand Registration will be made in the form of an Underwritten Offering and the managing underwriters of the requested Demand Registration advise the Company and the Holders that, in the reasonable opinion of the managing underwriters, the number of Registerable Shares proposed to be included in the Demand Registration exceeds the number of Registerable Shares that can be sold in an 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”), and if the Company chooses to seek to effect the registration contemplated by Section 2(a) hereof, then the Company will include in such Demand Registration only such number of Registerable Shares 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), with such Maximum Number of Shares allocated, unless otherwise agreed by the Company and the Holders, (i) first, the number of Registerable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by Holders, pro rata among the Company (subject to Holders on the provisions basis of the final sentence number of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Registerable Securities requested to be included therein by the Holders and (ii) second (and only to the extent the number of Registerable Securities to be sold by the Holders is less than the Maximum Number of Shares), the Registerable Shares requested to be included in such registration by other Persons (including, if applicable, the initial registration requested under this Section 10.1(aCompany) are not so included as a result pro rata among such other Persons on the basis of the provisions number of the final sentence of this Section 10.1(a)Registerable Shares requested to be included by such Persons. (d) In connection with any Demand Registration, the Company shall have the right to (i) select the managing underwriters and any additional underwriters (and their roles) in the offering and (ii) determine the structure of the offering and negotiate the terms of any underwriting agreement as they relate to the Holders, including: (A) the number of shares to be obligated sold (if not all shares offered can be sold at the highest price offered by the underwriters); provided that the request provided by Holders pursuant to effect one Section 2(a) requesting the number of Registerable Securities to be listed are all included to the extent the Maximum Number of Shares is not exceeded; and (1B) the offering price and underwriting discount; provided that the identity of the managing underwriters and any additional registration underwriters and such structure and terms are reasonably acceptable to the Holders; provided, further that, if the sale of Registerable Securities in an Underwritten Offering is not completed pursuant to this Section 10.1. Furthermore2(d) after the public announcement of the launch of such Underwritten Offering, at any time that the Holders of such Registerable Securities shall pay all Selling Expenses incurred by such Holders and reimburse the Company shall be eligible for its reasonable out- of-pocket Registration Expenses relating to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)uncompleted sale.

Demand Registration Rights. a. The Company covenants and agrees that (a) If A-Fem shall receive, at any time after January 1the date hereof, 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) Holders of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) 30% of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice outstanding (the "Registration NoticeInitiating Holders") that A-Fem file a registration statement under the Securities Act covering the registration of such Initiating Holders' Registrable Securities, then A-Fem shall, within five days after the receipt of such request, give written notice of such request to all Holders and shall, subject to the limitations set forth below, use its best efforts to file as soon as practicable, a registration statement under the Securities Act of all Registrable Securities that the Securityholders Holders request to be registered in a written request to be given within thirty (30) five days of the Company's receipt mailing of such registration requestnotice by A-Fem, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become be declared effective under the Securities Act and remain effective for six as soon as practicable. (6b) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior A-Fem is obligated to the expiration of such six (6)-month periodeffect only two registrations pursuant to this Section 2.1; provided, however, that no request may be made if A-Fem is eligible to register securities on Form S-3, then A-Fem is obligated to effect a registration on such Form S-3 each time such registration is requested by the Holders pursuant to this Section 10.1(a2.1. (c) Notwithstanding the foregoing, if within six (6) months prior A-Fem shall furnish to the date of such request Holders requesting a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 2.1 a certificate signed by the President of A-Fem stating that, in the good faith judgment of the Board of Directors of A-Fem, it would be seriously detrimental to A-Fem and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, A-Fem shall have the right to defer such filing for not more than 60 days after receipt of the Company has effected one request of the Initiating Holders. (d) Subject to Section 2.1(c), if A-Fem fails to file a registration statement within 20 business days after receipt of the request of the Initiating Holders ("Deadline"), then A-Fem will grant to the Holders requesting registration ten-year warrants, with an exercise price of $1.92 per share, to purchase the number of shares of common stock of A-Fem determined by the product of (1) such number of days elapsed between the Deadline and the date the registration pursuant statement is filed; and (2) 1% of the Registrable Shares that the Holders requested to this Section 10.1; providedbe registered. The warrants will contain terms, further, that conditions and adjustments similar to warrants previously issued to the extent that Holders, and the warrant will be issued within 30 days of the date the registration statement is filed. No such warrant will be issued to any Registrable Securities requested Holder who fails to promptly supply information concerning such Holder to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)Statement.

Demand Registration Rights. a. The Company covenants and agrees with ___________ and any subsequent Holders of the Warrants and/or Warrant Shares that at any time after January 1, 2003 and within thirty (30) days after receipt of a written request (a "Demand Registration Request") from the holder(s) Holders of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty twenty-five percent (50%) in interest of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1Warrants and/or Warrant Shares issued under the Warrant Agreement dated May 15, stating 1992 that the Initiating Securityholders (as defined below) they desire and intend to have the Company register (a "Demand Registration") transfer all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice securities (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice securities received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions Holders of the final sentence Warrants pursuant to Section 9 hereof) under such circumstances that a public offering within the meaning of this Section 10.1(a)). After such fifteen (15)-day periodAct would be involved, the Company shall file as promptly as practicable a registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act Act) with respect to the offering and remain effective for six sale or other disposition of such securities (6including any securities received by the Holders of the Warrants pursuant to Section 9 hereof) months or such shorter period as may be required if (all such Registrable securities, the "Offered Securities"). The Company shall continuously maintain the effectiveness of such registration statement for the lesser of (i) 180 days after the effective date of the registration statement or (ii) the consummation of the distribution by the Holders of the Offered Securities covered by such registration statement are sold prior to (the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration RequestTermination 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 be obligated maintain in effect such registration statement as it relates to the Offered Securities for so long as such registration statement (or any subsequent registration statement) remains or is required to remain in effect no more for any of such other securities. The Company shall not include any securities other than the Offered Securities in any such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)registration statement pursuant

Demand Registration Rights. a. The Company covenants and agrees that at At any time after January 1the date of this Agreement, 2003 Stockholder may request in writing that after May 15, 2001 and after receipt before September 30, 2000, XXX xxle a registration statement under the Securities Act covering the registration of a written request (a "Demand Registration Request") from all of the holder(s) shares of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on Common then held by such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register Stockholder (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's ). After receipt of such registration request, and the Company IPG shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such effect as soon as practicable the registration statement to become effective under the Securities Act and remain in accordance with Section 4 hereof (including without limitation, the execution of an undertaking to file post-effective for six (6amendments) months or such shorter period as may of all shares of Registrable Common which the Stockholder requests be required if all such Registrable Securities covered by such registration statement are sold prior to registered within 30 days after the expiration mailing of such six (6)-month periodnotice; provided, provided however, that no request may be made pursuant to this Section 10.1(a(i) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company IPG shall not be obligated to effect any such registration pursuant a Demand Registration if it is not eligible to this Section 10.1 after use Form S-3 or comparable Form F-3 for a foreign private issuer under the Company has effected one Securities Act, and (1ii) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company IPG shall be obligated to effect only one (1) additional registration Demand Registration pursuant to this Section 10.13. FurthermoreIn connection with a Demand Registration, the Stockholder, in its sole discretion, shall determine whether (a) to proceed with, withdraw from or terminate such offering, (b) to select, subject to the approval of IPG (which approval shall not be unreasonably withheld), a managing underwriter or underwriters to administer such offering, (c) to enter into an underwriting agreement for such offering and (d) to take such actions as may be necessary to close the sale of Registrable Common contemplated by such offering, including, without limitation, waiving any condition to closing such sale that may not have been fulfilled. In the event the Stockholder exercises its discretion under this paragraph to terminate a proposed Demand Registration, the terminated Demand Registration shall not constitute the Demand Registration under this Section 3, if the determination to terminate such Demand Registration (i) follows the exercise by IPG of any of its rights provided by the last two paragraphs of this Section 3 or (ii) results from a material adverse change in the condition (financial or other), results of operations or business of the Company. Notwithstanding the foregoing, a registration will not count as the Demand Registration under this Section 3 until such registration has become effective and unless the Stockholder is able to register and sell at least 75% of the shares of Registrable Common requested by it to be included in such registration. Notwithstanding the preceding paragraph, if IPG shall furnish to the Stockholder a certificate signed by the President of IPG stating that, in the good faith judgment of the Board of Directors of IPG, it would be detrimental to IPG and its stockholders if such registration statement were to be filed and it is therefore beneficial to defer the filing of such registration statement, IPG shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Stockholder. IPG shall promptly give notice to the holders of Registrable Common at the end of any delay period under this paragraph. Notwithstanding the preceding two paragraphs, if at the time that of any request by the Company shall be eligible to file Stockholder for a Demand Registration, the Board of Directors of IPG has at a meeting duly held, approved the filing within 90 days after Stockholder's request of a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more in connection with the sale of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included its securities in a registration with the SEC in accordance with the Securities Act for an public offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf other than an Exempt Offering), no Demand Registration Request"); provided, however, that the Company shall be obligated initiated under this Section 3 until 90 days after the effective date of such registration unless IPG is no longer proceeding diligently to effect no more than such number of Shelf Registrations as may registration, in which case the request for Demand Registration shall be necessary to promptly fulfilled; provided that IPG shall provide each and every Substantial Holder with the Stockholder the right to request one (1)participate in such public offering pursuant to, and subject to, Section 2 hereof.

Demand Registration Rights. a. The Company covenants and agrees that at any time after January 1‌ (a) Following the listing of the Common Shares on a National Securities Exchange, 2003 on up to five separate occasions, Investors holding Registrable Securities representing‌ (i) not less than 10% of the outstanding Common Shares or (ii) from and after receipt the fifth anniversary of the date hereof, not less than 5% of the outstanding Common Shares may request in writing that the Company effect a written request (a "Demand Registration Request") from the holder(s) registration of some or all of such Registrable Securities (as defined below (together, the "Securityholders") constituting with an estimated fair market value of at least fifty percent $100,000,000 on Form S-1 (50%or any successor form thereto) under the Securities Act in connection with a public offering of the Common Shares. The right of each Requesting Investor to have Registrable Securities on such date and then eligible for inclusion included in a registration an offering pursuant to this Section 10.17.1(a) shall be conditioned (if an underwritten offering) upon each Requesting Investor entering into (together with the Company) an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company (the “Company Underwriter”). Subject to Section 7.3, stating the Company shall, at its own expense and as soon as reasonable practicable after such written request, but in any event within 90 days after the date such request is given by the Requesting Investors, (A) file a registration statement on Form S-1 (or any successor form thereto) for all Registrable Securities that the Initiating Securityholders Company has been requested to register and (as defined belowB) desire include in such offering the Registrable Securities of the other Investors (other than the Requesting Investors) who have requested in writing to participate in such underwritten offering pursuant to Section 7.2. (b) Following the listing of the Common Shares on a National Securities Exchange and intend to have the Company register becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a "Demand public offering of its Securities, any Investor of group of Investors may request, in writing, that the Company register, under the Securities Act on Form S-3 (or any successor form then in effect) (an “S-3 Registration") ”), all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all Requesting Investors comprising at least 5% of the Securityholders within thirty (30) days of outstanding Common Shares at the Company's receipt time of such registration request, and the Company shall cause to be included in such registration all Registrable Securities . If requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of Requesting Investors, such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company S-3 Registration shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act Act. The Company shall use its reasonable best efforts to (i) cause such registration pursuant to this Section 7.1(b) to become and remain effective as soon as practicable, but in any event not later than 45 days after it receives a request therefor and (ii) subject to Section 7.3, include in such offering the Registrable Securities of the other Investors (other than the Requesting Investors) who have requested in writing to participate in such S-3 Registration pursuant to Section 7.2. The Company shall not be required to conduct an underwritten offering pursuant to such S-3 Registration unless the estimated fair market value of Registrable Securities to be sold in such offering is at least $100,000,000.‌ (c) If the Board, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "Shelf “Valid Business Reason”), the Company may (i) postpone filing a Registration Statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for a period of more than 90 days on any one occasion or for a period of more than 180 days during any 12-month period, and (ii) in case a Registration Statement has been filed relating to a S-3 Registration" , if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board acting in good faith, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such request Registration Statement. The Company shall give written notice to the Investors of its determination to postpone or withdraw a "Shelf Registration Request"); provided, however, Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason more than three times in any 12- month period. (d) The Company shall not be obligated required to effect no more than any registration pursuant to Section 7.1(b) (i) within 90 days after the effective date of any other Registration Statement of the Company or (ii) if Form S-3 is not available for such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with offering by the right to request one (1)Requesting Investor.

Demand Registration Rights. a. The Company covenants and agrees that (a) E*Trade shall have the right, exercisable once at any time after January 1nine (9) months following the date of the Initial Public Offering, 2003 and after receipt subject to paragraph (c) of this Section 4.1, (the "Demand Registration Right"), to ----------- cause the Company to effect the registration under the Securities Act of any number of shares of Common Stock held by E*Trade. (b) E*Trade shall exercise its Demand Registration Right by making a written request (a "Demand Registration Request") from to the holder(s) Company, which Registration Request shall state the number of Registrable Securities (as defined below (together, shares of Common Stock requested to be registered and specify the "Securityholders") constituting at least fifty percent (50%) intended method or methods of the Registrable Securities on disposition thereof. Upon receipt of such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstancesRegistration Request, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration requestshall, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice as expeditiously as is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day periodpossible, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such effect the registration statement to become effective under the Securities Act and remain effective of all shares of Common Stock which the Company has been so requested to register by E*Trade for six (6) months or such shorter period as may be required if sale, all such Registrable Securities covered by such registration statement are sold prior to the expiration extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of such six the shares so registered. (6)-month period; provided, however, that no request may c) E*Trade shall not be made pursuant entitled to this Section 10.1(aexercise its Demand Registration Right during the period within ninety (90) if within six (6) months prior to the date of such request days after a registration statement pursuant to this Section 10.1(a) shall have filed by the Company under the Securities Act has been declared effective by the SEC; providedSecurities and Exchange Commission. (d) All expenses incurred in complying with this Section 4.1, further----------- including, thatwithout limitation, subject all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, expenses of any special audits incident to the following sentence, the Company shall not be obligated to effect or required by any such registration and expenses of complying with the securities laws of any jurisdictions pursuant to this Section 10.1 after the Company has effected one (1------- 4.3(a)(iv) such registration pursuant to this Section 10.1; providedhereof, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1paid by E*Trade. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)----------

Demand Registration Rights. a. The Company covenants and agrees that (a) If A-Fem shall receive, at any time after January 1the date hereof, 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) Holders of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) 30% of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice outstanding (the "Registration NoticeInitiating Holders") that A-Fem file a registration statement under the Securities Act covering the registration of such Initiating Holders' Registrable Securities, then A- Fem shall, within five days after the receipt of such request, give written notice of such request to all Holders and shall, subject to the limitations set forth below, use its best efforts to file as soon as practicable, a registration statement under the Securities Act of all Registrable Securities that the Securityholders Holders request to be registered in a written request to be given within thirty (30) five days of the Company's receipt mailing of such registration requestnotice by A-Fem, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become be declared effective under the Securities Act and remain effective for six as soon as practicable. (6b) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior A-Fem is obligated to the expiration of such six (6)-month periodeffect only two registrations pursuant to this Section 2.1; provided, however, that no request may be made if A-Fem is eligible to register securities on Form S-3, then A-Fem is obligated to effect a registration on such Form S-3 each time such registration is requested by the Holders pursuant to this Section 10.1(a2.1. (c) Notwithstanding the foregoing, if within six (6) months prior A-Fem shall furnish to the date of such request Holders requesting a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 2.1 a certificate signed by the President of A-Fem stating that, in the good faith judgment of the Board of Directors of A-Fem, it would be seriously detrimental to A-Fem and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, A-Fem shall have the right to defer such filing for not more than 60 days after receipt of the Company has effected one request of the Initiating Holders. (d) Subject to Section 2.1 (c), if A-Fem fails to file a registration statement within 20 business days after receipt of the request of the Initiating Holders ("Deadline"), then A-Fem will grant to the Holders requesting registration ten-year warrants, with an exercise price of $1.92 per share, to purchase the number of shares of common stock of A-Fem determined by the product of (1) such number of days elapsed between the Deadline and the date the registration pursuant statement is filed; and (2) 1% of the Registrable Shares that the Holders requested to this Section 10.1; providedbe registered. The warrants will contain terms, further, that conditions and adjustments similar to warrants previously issued to the extent that Holders, and the warrant will be issued within 30 days of the date the registration statement is filed. No such warrant will be issued to any Registrable Securities requested Holder who fails to promptly supply information concerning such Holder to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)Statement.

Demand Registration Rights. a. At any time and from time to time, the Purchasers may request, in writing, registration for sale under the Securities Act of 1933, as amended (the “Act”), of all or at least 250,000 shares of the common stock, par value $0.10 per share, of the Company (the “Shares”) then held by Purchasers or issuable to the Purchasers upon exercise of the Warrants issued by the Company to the Purchasers pursuant to the Debenture Purchase Agreements (the “Demand”). The Company covenants shall promptly thereafter (and agrees that at in any time event within 10 days after January 1, 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's its receipt of such Demand) cause to be prepared a registration requeststatement, file the registration statement within 60 days after the date of such Demand (45 days in the case of the Form S-3 )(using Form S-3 or other “short form,” if available and advised by counsel) to the end that such Shares may be sold thereunder as soon as it becomes effective and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and will use its reasonable best efforts to cause such ensure that a distribution of the Shares pursuant to the registration statement may continue for up to become effective under the Securities Act and remain effective for six (6) 9 months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to from the date of such request the effective date of the registration statement. Such registration shall hereinafter be called a “demand registration”. The demand registration statement pursuant includes the right of the Purchasers to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, require the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent S-3 (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request if Form S-3 is unavailable to the Company Company, such other form as is available) for an offering to be made on a continuous basis pursuant to a “shelf” registration statement under Rule 415 promulgated under the Securities Act. The Purchasers shall be entitled to have all or any number of request one demand registration. A demand registration shall not count as such Securityholder's Registrable Securities included in until a registration with statement becomes effective and remains effective for 9 months or until all of the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")shares thereunder are sold; provided, howeverthat if, that after it has become effective, the Company offering pursuant to the registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental authority, such registration shall be obligated deemed not to effect no more than have been affected unless such number stop order, injunction or other order shall subsequently have been vacated or otherwise removed. The Purchasers shall select the underwriters of Shelf Registrations as may any offering pursuant to a registration statement filed pursuant to this section 1.1, subject to the approval of the Company, which approval shall not be necessary to provide each and every Substantial Holder with the right to request one (1)unreasonably withheld. Any selected underwriter shall be a well recognized firm in good standing.

Demand Registration Rights. a. The (i) If the Company covenants and agrees that shall receive, at any time after January 1December 31, 2003 and after receipt of 2009, a written request (a "Demand Registration Request") demand from the holder(s) of Registrable Securities (as defined below (together, Investor that the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in Company file a registration pursuant to this Section 10.1statement under the Securities Act, stating that the Initiating Securityholders (as defined below) desire and intend to have then the Company register shall: (a "Demand Registration"1) all or a portion of the Registrable Securities held by them under such circumstancesas soon as practicable, the Company shall give notice but in any event within sixty (the "Registration Notice") to all of the Securityholders within thirty (3060) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and under the Securities Act covering all of the Shares which the Investor requests to be registered; and (2) use its reasonable best efforts to cause such registration statement to become be declared effective under by the Securities Act and remain effective for six SEC as soon as practicable. (6ii) months or such shorter period as may be required Notwithstanding the foregoing, if all such Registrable Securities covered by such registration statement are sold prior the Company shall furnish to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request Investor requesting a registration statement pursuant to this Section 10.1(a2(a) shall have been declared effective a certificate signed by the SEC; provided, further, that, subject Chief Executive Officer of the Company stating that in the good faith judgment of the board of directors of the Company it would be materially detrimental to the following sentenceCompany and its stockholders for such registration statement to become effective or to remain effective as long as such registration statement would otherwise be required to remain effective because such action would (i) materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not be obligated to effect any such registration pursuant to this Section 10.1 more than forty-five (45) days after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result receipt of the provisions request of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")Investor; provided, however, that the Company may not utilize this right more than twice in any twelve-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during any such forty-five (45) day period other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. (iii) All expenses incurred in connection with a registration requested pursuant to this Section 2(a) shall be obligated paid as set forth in Section 2(f) hereof. (iv) Notwithstanding anything in this Section 2(a) to effect no more than such number of Shelf Registrations as may the contrary, the Company shall only be necessary required to provide each and every Substantial Holder with the right to request consummate one (1) offering pursuant to this Section 2(a) during any three (3) year period. A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Investor withdraws its request for such registration (other than as a result of information concerning the business or financial condition or prospects of the Company which is made known to the Investor after the date on which such registration was requested) and elects not to pay the registration expenses therefor pursuant to Section 2(f). (v) If the Investor intends to distribute the Shares covered by its request by means of an underwriting, the Investor shall so advise the Company as part of its request.

Demand Registration Rights. a. The (a) Commencing on the earlier of (i) six months after the effective date of the first registration statement filed by the Company covenants covering an underwritten offering of any of its securities to the general public and agrees that at any time after January (ii) November 1, 2003 and after receipt of 1996, if the Company shall receive a written request (a "Demand Registration Request"specifying that it is being made pursuant to this Section 1.5) from the holder(s) Holders of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty forty percent (5040%) of the Registrable Securities on (the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of the greater of (i) at least twenty percent (20%) of the then outstanding Registrable Securities and (ii) Registrable Securities the expected price to the public of which is at least $5,000,000, then the Company shall promptly notify all other Holders of such date request and then eligible for inclusion shall use its best efforts to cause all Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, be registered in accordance with this Section 1.5 to be registered under the Securities Act. Notwithstanding the foregoing, (i) the Company shall not be obligated to effect a registration pursuant to this Section 10.1, stating that 1.5 during the Initiating Securityholders period starting with the date sixty (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (3060) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's receipt of such registration requestsecurities, and provided that the Company shall cause to be included is actively employing in such registration good faith all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under and that the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by Company's estimate of the date of filing such registration statement are sold prior to the expiration of such six is made in good faith; and (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(aii) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated furnish to effect any such registration pursuant to this Section 10.1 after Holders a certificate signed by the President of the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, stating that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result good faith judgment of the provisions Board of the final sentence of this Section 10.1(a), the Company shall Directors it would be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)seriously

Demand Registration Rights. a. The Company covenants and agrees that at any time after January 1, 2003 and after receipt of (a) Upon written notice from a written Stockholder entitled to request Registration pursuant to Section 7.1 (a "Demand Registration Request"c) from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a“Requesting Stockholder”), the Company shall be obligated use commercially reasonable efforts in good faith to effect one promptly and maintain the registration under the Securities Act of offers and sales of Common Stock by the Requesting Stockholder (1) additional registration pursuant to this Section 10.1. Furthermore, at and no offers and sales of any time that the Company other securities by any other person shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more registered with such Common Stock of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request Requesting Stockholder without the Requesting Stockholder’s prior consent), its Permitted Transferees and any underwriter with respect to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC stock, in accordance with the Securities Act for 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 (a "Shelf Registration" and such request a "Shelf Registration Request"Act); providedprovided that if, howeverafter a Registration request pursuant to this Section 7.1 has been made, (i) 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 or (ii) the Board decides in its good faith judgement that the filing of the Registration request would otherwise not be in the best interests of the Company and its stockholders, the Company shall not be obligated to effect a Registration pursuant to this Section 7.1 until 120 days after receipt of the Registration request by the Requesting Stockholder (the “Deferral Period”); provided further, that if outside legal counsel continues to determine in good faith, after such Deferral Period has expired, 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 until the date upon which such material information is disclosed to the public or ceases to be material; and provided further, that no more than Requesting Stockholder(s) may request any such number Registration pursuant to this Section 7.1 (x) until at least 12 months after the anniversary of Shelf Registrations the closing of the last Registration and sale of Company securities and (y) unless the Registrable Securities sought to be registered have an aggregate value, determined using a price at the middle of the range at which the offering is proposed to be priced, of at least $25,000,000. The Requesting Stockholder(s) 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 providing written notice thereof to the Company. (b) In connection with any Registration requested pursuant to this Section 7.1, subject to the provisions of Section 7.1(a), the Company shall take such other actions, including, without limitation, listing such shares for trading on any securities exchange or national market system and registering or qualifying such shares under state securities laws, as may be necessary reasonably requested by the Requesting Stockholder. If the Requesting Stockholder consents to provide each the inclusion of offers and every Substantial Holder sales of any other securities in a Registration of Common Stock by the Requesting Stockholder pursuant to this Section 7.1 and the underwriters retained in connection with such Registration advise the Company in writing that such offering would be materially and adversely affected by the inclusion of such securities, the Requesting Stockholder may in its sole discretion exclude all or some of such securities from such offering. (c) After the occurrence of an IPO Event: (i) CEP will have the right to request one Registration of Common Stock of CEP as a Requesting Stockholder pursuant to this Section 7.1 an aggregate of three times; provided that if CEP had elected, pursuant to Section 4.6 hereof, to cause the Company to effect the IPO Event, such election will not be a request for Registration of Common Stock for purposes of this Section 7.l(c) hereof; provided that any Registration requested by any Requesting Stockholder pursuant to this Section 7.1 shall not be deemed to have been effected (1and, therefore, not requested for purposes of this Section 7.1(c)), (A) unless it has become effective, provided that a Registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal to proceed by the Requesting Stockholder (other than a refusal to proceed based upon the advice of counsel relating to a matter with respect to the Company) shall be deemed to have been effected by the Company at the request of such Requesting Stockholder unless the Requesting Stockholder shall have elected to pay all Registration Expenses in connection with such registration, (B) if after it has become effective such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by the Requesting Stockholder and, as a result thereof, the Common Stock requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement, (C) if the closing pursuant to the purchase agreement or underwriting agreement entered into in connection with such Registration does not occur, or (D) if the number of shares of Common Stock of the Requesting Stockholder that are included in such Registration is less than the number of shares of Common Stock requested by the Requesting Stockholder to be included therein pursuant to Section 7.3(b) hereof. Any Registration effected pursuant to Section 7.2 shall not be deemed to have been requested by a Requesting Stockholder for purposes of this Section 7.1(c).

Demand Registration Rights. a. The Company covenants and agrees that at (a) At any time after January 1, 2003 and after receipt from time to time commencing on the 90th day following the later of the date on which: (i) the Corporation becomes a written request reporting issuer in any province of Canada; and (a "Demand Registration Request"ii) from the holder(s) of Registrable Securities (as defined below (togetherShares are listed on the Toronto Stock Exchange or another recognized exchange, the "Securityholders") constituting at least fifty percent (50%) Holder may require the Corporation to file a Prospectus and take such other steps as may be necessary to facilitate a secondary offering in Canada of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a any portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt “Demand Registration”), by giving written notice of such registration requestDemand Registration to the Corporation. The Corporation shall, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day periodapplicable Securities Laws, the Company shall file as promptly as practicable a registration statement and use its commercially reasonable best efforts to cause file a Prospectus and take such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period other steps as may be required if necessary to facilitate a secondary offering in Canada under Securities Laws in order to permit the offer and sale or other disposition or Distribution in Canada of all such Registrable Securities covered by such registration statement are sold prior to or any portion of the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Holder’s Registrable Securities requested to be included in such Demand Registration. The Parties shall cooperate in a timely manner in connection with any such offer and sale or other disposition or Distribution and the initial registration procedures in Schedule “A” shall apply. (b) The Corporation shall not be obliged to effect: (i) more than one Demand Registration in any 12-month period as requested by the Holder pursuant to Section 2.1(a) and more than three Demand Registrations in total under this Agreement as requested by the Holder pursuant to Section 2.1(a). For the purposes of this subsection, a Demand Registration will not be considered as having been effected until a receipt has been issued for a final Prospectus by the Securities Regulators pursuant to which the Registrable Securities are to be sold; (ii) a Demand Registration in the event the Board of Directors of the Corporation determines in its good faith judgment that either: (A) the effect of the filing of a Prospectus would impede the ability of the Corporation to consummate a financing, acquisition, corporate reorganization, merger or other material transaction involving the Corporation; or (B) there exists at the time material non-public information relating to the Corporation the disclosure of which the Corporation believes would be detrimental to the Corporation, in which case the Corporation’s obligations under this Section 10.1(a) are 2.1 will be deferred for a period of not so included as a result more than 90 days from the date of receipt of the provisions request of the final sentence Holder; (iii) an underwritten Demand Registration in respect of a number of Shares that is expected to result in gross sale proceeds of less than $15 million; and (iv) a Demand Registration until the date that is 90 days after the date on which a receipt was issued for a Prospectus for securities offered by the Corporation, provided that the Corporation will not file any Prospectus (including, for the purposes of this Section 10.1(apart, a shelf prospectus supplement), whether for its own account or that of other security holders of the Company Corporation, from the date of receipt of a request from the Holder for a Demand Registration pursuant to Section 2.1(a) hereof until the completion of the period of distribution contemplated thereby (unless the Holder withdraws its request for a Demand Registration). (c) Any request by the Holder pursuant to Section 2.1(a) hereof shall: (i) specify the number of Shares which the Holder intends to offer and sell; (ii) express the intention of the Holder to offer or cause the offering of such Shares; (iii) describe the nature or methods of the proposed offer and sale thereof and the provinces and territories of Canada in which such offer shall be obligated made; (iv) contain the undertaking of the Holder to effect one provide all such information regarding its holdings and the proposed manner of distribution thereof as may be required in order to permit the Corporation to comply with all Securities Laws; and (1v) additional registration specify whether such offer and sale shall be made by an underwritten public offering. (d) In the case of an underwritten public offering initiated pursuant to this Section 10.1. Furthermore2.1, at any time that the Company Holder shall be eligible have the right to file a registration statement on Form S-3select the managing underwriter or underwriters to effect the distribution in connection with such Demand Registration, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that such selection shall also be satisfactory to the Company Corporation, acting reasonably. The Corporation shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with have the right to request one retain counsel of its choice to assist it in fulfilling its obligations under this Article 2. (1)e) The Corporation shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holder. In the event that the Corporation and/or any other securityholder of the Corporation proposes to offer and sell its securities as part of any Demand Registration, then, if the Holder is willing to include any other securities in the Demand Registration, the Holder shall ask the managing underwriter or underwriters to advise the Corporation and the Holder in writing whether, in their opinion, the number of Registrable Securities and, if permitted hereunder, the number of other securities requested to be included in such offering exceeds the number of Registrable Securities and such other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holder. If the managing underwriter or underwriters give an affirmative opinion in writing then the Corporation shall include in such Demand Registration, to the extent of the amount that the managing underwriter or underwriters believe may be sold in an orderly manner in such offering within a price range acceptable to the Holder, first, the Registrable Securities of the Holder requested to be included in the offering under this Article 2, and second, such securities offered by the Corporation for its own account and/or by any other securityholder of the Corporation, on a pro rata basis. (f) In the case of an underwritten Demand Registration, the Holder may participate in the negotiations of the terms of any underwriting agreement. The Holder’s participation in, and the Corporation’s completion of, the underwritten Demand Registration is conditional upon the Holder agreeing that the terms of any underwriting agreement are satisfactory to it, in its sole discretion.

Demand Registration Rights. a. The Company covenants and agrees that at any time after January 1, 2003 (a) From and after receipt the first anniversary of a the effective date of this Agreement, subject to the conditions stated hereinafter in this Section 2.2, each Requisite Group may make one written request (a "Demand Registration Request") from to the holder(s) of Registrable Securities (as defined below (together, Company for registration with the "Securityholders") constituting at least fifty percent (50%) Commission of the Registrable Securities on such date offer and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") sale of all or a portion part of the Registrable Securities held by them Holders in such Requisite Group under and in accordance with the provisions of the 1933 Act (each a "Demand Registration"); provided, that the estimated proceeds (based on the market value of Common Stock -------- as of the date of such circumstancesrequest) of the Registrable Securities proposed to be sold by the Holder or Holders in the Requisite Group shall exceed $10,000,000. Within 5 Business Days after receipt of such request, the Company shall give will serve written notice (the "Registration Demand Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, request to all Holders of Registrable Securities and the Company shall cause to be included will include in such registration all such Registrable Securities requested with respect to which the Company has received written requests for inclusion therein within 7 Business Days after the receipt by the applicable Holder of the Demand Notice. (b) Subject to the provisions of Section 2.2(c), each Requisite Group shall be entitled to one Demand Registration (which must become effective under the 1933 Act to count as having occurred) with respect to its Registrable Securities; provided, however, that in no event shall the Company be required to -------- effect more than one Demand Registration in any twelve month period. A registration will not count as a Demand Registration until it has become effective unless (i) the Holders of the Registrable Securities to be included therein by any such Securityholder by notice received by advise the Company within fifteen (15) days after such Registration Notice is sent by that they do not intend to complete the Company (subject to the provisions sale of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to or (ii) such Holders have otherwise abandoned the expiration of offering covered by such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(afor any reason other than (A) shall have been declared the inability or unreasonable delay of the Company in having such registration statement become effective or (B) the disclosure of material adverse information regarding the Company that was not known by such Holders at the SECtime the request for such Demand Registration was made; provided, further, that, subject that if such registration statement is otherwise abandoned by such Holders prior to the following sentenceregistration statement becoming effective and if there has been a material decline in the market price of Company Common Stock from the time of such request to such abandonment, then such Demand Registration shall not count as a Demand Registration if the Holders promptly reimburse the Company for all Registration Expenses (as defined herein) other than the Company's internal expenses. (c) If the managing underwriter or underwriters of a Demand Registration (or in the case of a Demand Registration not being underwritten, the Holders of a majority of the Registrable Securities being registered therein), advise the Company in writing that in its or their opinion that the total number of Registrable Securities proposed to be sold in such Demand Registration exceeds the number which can be sold in such offering at the desired price, the Company will include in such registration only the number of Registrable Securities which, in the opinion of such underwriter or underwriters (or Holders, as the case may be) can be sold, allocated pro rata among the Holders of Registrable Securities that have requested to be included in such Demand Registration on the basis of the amount of Registrable Securities requested to be registered by each such Holder. (d) If any Demand Registration is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such Demand Registration will select a managing underwriter or underwriters acceptable to the Company to administer the offering, which acceptance will not be unreasonably withheld or delayed. (e) Notwithstanding the provisions of Sections 2.2(a)-(d), the Company shall not be obligated to effect a registration requested pursuant to Sections 2.2(a)-(d) if (i) within 10 days after receiving the notice provided by any Holder under Sections 2.2(a)-(d), the Company notifies all Holders of Registrable Securities of its intention to file a registration statement for an underwritten public offering of Common Stock for the sole account of the Company and within twenty days after providing such notice, the Company files a registration statement for such offering and (ii) the Company has never before exercised its rights under this Section 2.2(e). In such case, the Holders shall have all the rights provided herein as if no such Demand Registration had been requested. If at any time the Company fails to diligently pursue any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; providedstatement or offering, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final preceding sentence shall not apply, and the Company shall be obligated to satisfy its obligations under Sections 2.2(a)-(d). With respect to such Company registration, the Company shall have the sole authority to select or terminate the employment of this Section 10.1(aunderwriters, and to make all decisions in connection with the filing, effectiveness and consummation of the proposed offering, subject to the express provisions hereof. (f) Notwithstanding the obligations of the Company under Sections 2.2(a)- (d), the Company shall be obligated entitled to effect one postpone for a reasonable period of time (1not exceeding 90 days) additional the filing (but not the preparation) of any registration statement otherwise required to be prepared and filed by it pursuant to this Section 10.1. Furthermore, hereto if (i) at any the time that the Company shall receives a request for such registration, the Company is in possession of -95- material non-public information that would be eligible required to file be disclosed in a registration statement on Form S-3, each Securityholder but that then owns fifteen percent (15%) or more has not been and will otherwise not be disclosed to the public and the Company deems disclosure not to be in the best interests of the Registrable Securities then outstanding Company and its stockholders (and the Company so notifies the Holders requesting a "Substantial Holder"Demand Registration within 5 Business Days of such request), or (ii) the Company determines (and the Company so notifies the Holders requesting a Demand Registration within 5 Business Days of such request) that shall make a written request to in its judgment, such registration and offering would materially interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company shall be entitled that prior to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Board of Directors of the Company shall be obligated had agreed by resolution to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)pursue.

Demand Registration Rights. a. The Company covenants and agrees that at At any time after January 1during the period beginning on the second anniversary of the date of this Agreement and ending on December 31, 2003 and after receipt 2007, DH may request in writing that TNDE file a registration statement under the Securities Act covering the registration of all or a written request (a "Demand Registration Request") from part of the holder(s) shares of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and Common then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register held by DH (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company TNDE shall file as promptly as practicable a registration statement and use its commercially reasonable best efforts to cause such effect as soon as practicable the registration statement to become effective under the Securities Act and remain in accordance with Section 4 hereof (including without limitation, the execution of an undertaking to file post-effective for six (6amendments) months or such shorter period as may of all shares of Registrable Common which DH requests be required if all such Registrable Securities covered by such registration statement are sold prior to registered within 30 days after the expiration mailing of such six (6)-month periodnotice; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company TNDE shall be obligated to effect one (1) additional registration only two Demand Registrations pursuant to this Section 10.13. FurthermoreIn connection with a Demand Registration, DH, in its sole discretion, shall determine whether (a) to proceed with, withdraw from or terminate such offering and (b) to take such actions as may be necessary to close the sale of Registrable Common contemplated by such offering, including, without limitation, waiving any conditions to closing such sale that may not have been fulfilled. In the event DH exercises its discretion under this paragraph to terminate a proposed Demand Registration, the terminated Demand Registration shall not constitute a Demand Registration under this Section 3 only if the determination to terminate such Demand Registration (i) follows the exercise by TNDE of any of its rights provided by the last two paragraphs of this Section 3 or (ii) results from a material adverse change in the condition (financial or other), results of operations or business of TNDE and its subsidiaries taken as a whole. TNDE expressly reserves the right to select, subject to the approval of DH (which approval shall not be unreasonably withheld), any managing underwriter or underwriters to administer such offering; and DH shall determine the offering price and underwriting discount or commission. Notwithstanding the preceding paragraph, if TNDE shall furnish to DH a certificate signed by the President of TNDE stating that in the reasonable judgment of the President, it would be detrimental to TNDE or its stockholders if such registration statement were to be filed and it is therefore beneficial to defer the filing of such registration statement, TNDE shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of DH. TNDE shall promptly give notice to DH at the end of any delay period under this paragraph. Notwithstanding the preceding two paragraphs, if at the time that the Company shall be eligible of any request by DH for a Demand Registration, TNDE has plans to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more within 90 days after such request for the sale of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included its securities in a registration with the SEC in accordance with the Securities Act for an public offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf other than an Exempt Offering), no Demand Registration Request"); provided, however, that the Company shall be obligated initiated under this Section 3 until 90 days after the effective date of such registration unless TNDE is no longer actively employing in good faith all reasonable efforts to effect no more than such number of Shelf Registrations as may be necessary to registration; provided that TNDE shall provide each and every Substantial Holder with DH the right to request one (1)participate in such public offering pursuant to, and subject to, Section 2 hereof.

Demand Registration Rights. a. The (a) If the Company covenants and agrees that shall receive at any time after January one (1) year after the effective date of the first registration statement for an Initial Public Offering of securities of the Company, 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting Investors or their Permitted Transferees holding at least fifty percent (50%) a majority of the Registrable Securities held in the aggregate by the Investors and their Permitted Transferees that the Company file a registration statement under the Securities Act covering the registration of at least that number of Registrable Securities yielding gross proceeds of $10,000,000, then the Company shall: (i) within ten (10) days of the receipt thereof, give written notice of such request to all Investors; and (ii) use its best efforts to file, as soon as practicable and in any event within sixty (60) days of the receipt of such request, a registration statement with the SEC under the Securities Act covering all Registrable Securities which the Investors request to be registered (within twenty (20) days of the mailing of such notice by the Company in accordance with Section 4.7) subject to the limitations of Section 2.1(b), and thereafter to use its best efforts to cause the registration statement to be declared effective as soon as practicable. (b) If the Holders initiating the registration request hereunder (the "Initiating Holders") intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information in the written notice referred to in Section 2.1(a). The managing underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Investor to include his Registrable Securities in such registration shall be conditioned upon such Investor's participation in such underwriting and the inclusion of such Investor's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Investor) to the extent provided herein. All Investors proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.3(j)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be reduced to a number deemed satisfactory by such managing underwriter, provided that the shares to be excluded shall be determined in the following sequence: (i) first, securities held by any other Persons (other than the Investors holding Registrable Securities) having a contractual, incidental "piggy back" right to include such securities in the registration statement, (ii) second, shares sought to be registered by the Company, (iii) third, Registrable Securities of Holders who are not Investors, and (iv) fourth, Registrable Securities held by the Investors, it being understood that no shares shall be registered for the account of the Company or any stockholder other than the Investors unless all Registrable Securities for which Investors have requested registration have been registered. Any reduction of the number of Registrable Securities pursuant to clauses (ii), (iii) or (iv) shall be made with respect to each tranche on a pro rata basis within each tranche (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each tranche). (c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be materially detrimental to the Company and its stockholders for such date registration statement to be filed and then eligible it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for inclusion a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than twice in a any twelve (12) month period. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 10.1, stating that the Initiating Securityholders 2.1: (as defined belowi) desire and intend to have After the Company register has effected one (a "Demand Registration"1) all registration pursuant to this Section 2.1 and such registration has been declared or a portion of ordered effective; (ii) During the Registrable Securities held by them under such circumstances, period starting with the Company shall give notice (the "Registration Notice") to all of the Securityholders within date thirty (30) days of prior to the Company's receipt good faith estimate of such registration requestthe date of filing of, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen ending on a date ninety (1590) days after such Registration Notice is sent by the effective date of, a registration subject to Section 2.2 hereof; provided that the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use is actively employing in good faith its reasonable best efforts to cause such registration statement to become effective under effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities Act and remain effective for six (6) months or such shorter period as that may be required if all such Registrable Securities covered by such registration statement are sold prior immediately registered on Form S-3 pursuant to the expiration of such six (6)-month period; provided, however, that no a request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)2.10 below.

Demand Registration Rights. a. The (a) So long as the Investors beneficially own at least Twenty Percent (20%) of the Registrable Securities beneficially owned by them as of the Second Closing (as defined in the Purchase Agreement), or if there is no Second Closing, as of the date hereof (as adjusted for stock dividends, combinations, splits, recapitalizations and the like), if the Company covenants and agrees that at any time after January 1, 2003 and after receipt of shall receive a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting Investors holding at least fifty percent Fifty Percent (50%) of the Registrable Securities on such date and then eligible for inclusion in outstanding that the Company file a registration statement under the Securities Act covering the registration and sale of at least Twenty Percent (20%) of the Registrable Securities then outstanding (or a lesser percentage if the anticipated aggregate price to the public of the offering shall exceed an amount equal to Twenty Percent (20%) of the consideration paid by the Investors with respect to such shares of Preferred Stock), then the Company shall: (i) within ten (10) days of the receipt thereof, give written notice of such request to all Investors; and (ii) file, as soon as practicable and in any event within ninety (90) days of the receipt of such request, a registration statement with the SEC under the Securities Act covering all Registrable Securities which the Investors request to be registered (such request having been made within twenty (20) days of the mailing of such notice by the Company in accordance with Section 5.7) subject to the limitations of Section 2.1(b), and thereafter to use its best efforts to cause the registration statement to be declared effective as soon as practicable. (b) If the Investors initiating the registration request hereunder (the "Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a)(i) and the Company shall include such information in the written notice referred to in Section 2.1(a). The managing underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Investor to include its Registrable Securities in such registration shall be conditioned upon such Investor's participation in such underwriting and the inclusion of such Investor's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders, such Investor and the Company) to the extent provided herein. (c) The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) to become effective within one hundred eighty (180) days following the effective date of a Qualified Public Offering and ninety (90) days following the effective date of any registration required pursuant to this Section 10.12. (d) Notwithstanding the foregoing, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, if the Company shall give notice (the "Registration Notice") furnish to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request Investors requesting a registration statement pursuant to this Section 10.1(a) shall have been declared effective 2.1 a certificate signed by the SEC; provided, further, that, subject Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the following sentenceCompany 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 taking action with respect to such filing for a period of not be obligated to effect any such registration pursuant to this Section 10.1 more than ninety (90) days after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result receipt of the provisions request of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. (e) Notwithstanding any other provisions of this Section 2 to the contrary, if the Company is advised in writing in good faith by any managing underwriter of the Company's securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and provided that the shares to be excluded shall be determined in the following order of priority: (i) first, securities held by any Persons not having any such contractual, incidental registration rights, (ii) second, securities held by any Persons having contractual, incidental registration rights pursuant to an agreement that is not this Agreement or the Existing Agreement, (iii) third, Registrable Securities issued or issuable in respect of Series A Preferred Stock held by the Investors (such Registrable Securities to be excluded pro rata based on the number of such Registrable Securities requested to be registered by each Investor), (iv) fourth, Registrable Securities issued or issuable in respect of Series B Preferred Stock and Series C Preferred Stock held by the Investors (such Registrable Securities to be excluded pro rata based on the number of such Registrable Securities requested to be registered by each Investor); and (v) fifth, Existing Agreement Registrable Securities held by parties to the Existing Agreement; provided, further, that in no event shall the amount of Registrable Securities of the selling Investors to be included in such offering be reduced below Twenty Percent (20%) of the total amount of securities to be included in such offering, except that the number of Registrable Securities to be included by them in such offering may be reduced below twenty percent (20%) of the total amount of securities to be included in such offering if any managing underwriter advises as provided above and no other stockholder's securities are included. (f) The Company shall not be obligated to effect no more than effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) After the Company has effected two registrations in the aggregate pursuant to this Section 2.1 and such number registrations have been declared or ordered effective; provided, however, that the Company will not be deemed to have effected a registration for purposes of Shelf Registrations this Section 2.1(f)(i) so long as the Initiating Holders are unable to sell at least Thirty Percent (30%) of the Registrable Securities sought to be included in such registration statement; (ii) During the period starting with the effective date of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 2.2 hereof or Section 2.2 of the Existing Agreement; or (iii) If the Investors propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.9 below. (g) The parties hereto acknowledge and agree that it is their intention to provide Xxxxxx Venture Partners, II, L.P. (including its Permitted Transferees) (collectively, "Xxxxxx") and Greylock XII Limited Partnership (including its Permitted Transferees) (collectively, "Greylock") with registration rights substantially equivalent to the aggregate registration rights of the other Investors party hereto under both this Agreement and the Existing Agreement and, to the extent Xxxxxx and Greylock are materially adversely affected by not being a party to the Existing Agreement (including without limitation Xxxxxx and Greylock failing to achieve such substantially equivalent aggregate registration rights), the parties hereto further agree to take all actions reasonably necessary to provide each Xxxxxx and every Substantial Holder Greylock with such substantially equivalent registration rights, including reallocating (to the right extent necessary) the Registrable Securities entitled to request one be sold pursuant to any registration under the Existing Agreement or this Agreement between or among Xxxxxx, Greylock and the Investors party hereto and party to the Existing Agreement such that Xxxxxx and Greylock shall be entitled to participate in any such registration on a pro-rata basis, based upon the number of Registrable Securities held by Xxxxxx and Greylock as it relates to the total number of Registrable Securities (1)under this Agreement and the Existing Agreement) held by Xxxxxx, Greylock and the Investors party hereto and party to the Existing Agreement participating in such registration. To the extent the Company delivers any notice or other information to the investors under the Existing Agreement, the Company shall, at the same time, provide Xxxxxx and Greylock with a copy of such notice or other information. Notwithstanding anything in this Agreement to the contrary, no amendment or waiver of this Section 2.1(g) shall be made or be effective without the prior written consent of both Xxxxxx and Greylock.

Demand Registration Rights. a. The Company covenants and agrees that at any time after January 1Any Investors, 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (togetherOther Investors or Founders that, the "Securityholders") constituting collectively, beneficially hold at least fifty percent (50%) 5% of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant outstanding Shares (the “Initiating Holders”), by notice to this Section 10.1the Company specifying the intended method or methods of disposition, stating may request that the Initiating Securityholders (as defined below) desire and intend to have Company effect the Company register (registration under the Securities Act for a "Demand Registration") Public Offering of all or a portion specified part of the Registrable Securities held by them under such circumstancesInitiating Holders. 30748034_8 Notwithstanding the foregoing, no Initiating Holder may request a registration unless the Company shall give notice (value of Registrable Securities that the "Registration Notice") Initiating Holders propose to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included sell in such Public Offering on Form S-1 (or any other registration all Registrable Securities requested to be included therein form that contains substantially the same information required by such form) is at least twenty-five million dollars ($25,000,000), or, in the case of any other registration on Form S-3, fifteen million dollars ($15,000,000) or, in either case, such Securityholder by notice received lower amount as agreed by the Board. The Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and will then use its reasonable best efforts to cause such (i) effect the registration statement to become effective under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested by a majority of the Initiating Holders and remain effective for six (6if the Company is then eligible to use such registration) months or such shorter period as may be required if all such of the Registrable Securities covered that the Company has been requested to register by such Initiating Holders together with all other Registrable Securities that the Company has been requested to register pursuant to Section 3.2 by other Holders, all to the extent required to permit the disposition of the Registrable Securities that the Company has been so requested to register, and (ii) if requested by an Initiating Holder, obtain acceleration of the effective date of the registration statement are sold prior relating to the expiration of such six (6)-month periodregistration; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 10.1 after 3.1.1: (a) prior to the consummation of the first underwritten Public Offering following the Initial Public Offering if the Initiating Holders are exclusively Other Investors and/or Founders; (b) during the effectiveness of any Principal Lock‑Up Agreement entered into in connection with any registration statement pertaining to an underwritten public offering of securities of the Company has effected one for its own account (1other than a Rule 145 Transaction, or a registration relating solely to employee benefit plans); (c) such if a registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration statement requested under this Section 10.1(a) are not so included as a result of 3.1.1 became effective within the provisions of preceding 90 days (unless otherwise consented to by the final sentence of this Section 10.1(aBoard), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1).

Demand Registration Rights. a. The Company covenants and agrees that at If on any time two (2) occasions ----------- -------------------------- (which occasions shall in no event be less than six months apart from each other) after January 1the earlier of (i) two (2) years after the date of this Agreement or (ii) six (6) months after the closing of the Company's first public offering pursuant to a registration statement under the Securities Act, 2003 and after receipt holders of a written request (a "Demand Registration Request") from the holder(s) an aggregate of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) 40% of the Registrable Securities on such date and then eligible for inclusion Shares shall notify the Company in a registration pursuant to this Section 10.1, stating writing that the Initiating Securityholders (as defined below) desire and it or they intend to have the Company register (a "Demand Registration") offer or cause to be offered for public sale all or a any portion of the its or their Registrable Securities held by them under such circumstancesShares, the Company shall give notice (the "Registration Notice") to will notify all of the Securityholders Investors and the Founders of its receipt of such notification from such Investor(s) or Founder(s). If within thirty (30) days of the Company's after their receipt of such registration request, and notice any Investor or Founder requests the Company shall cause to be included inclusion of some or all of the Registrable Shares owned by such Investor or Founder in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day periodregistration, the Company shall file as promptly as practicable a registration statement and will use its reasonable best efforts to cause such registration statement Registrable Shares so requested (including the Registrable Shares held by the Investor(s) or Founder(s) giving the initial notice of intent to become effective register hereunder) to be registered under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to in accordance with the expiration terms of such six (6)-month periodthis Section 4.2; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of unless such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentencebecomes effective, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after -------- ------- Investors and the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company Founders shall be obligated entitled to effect one (1) require an additional registration pursuant to this Section 10.14.2; and, provided further that if such -------- ------- registration is underwritten and the underwriter determines that a limitation on the number of shares to be underwritten is required, the first shares to be excluded from such registration should be any shares registered for the benefit of the Company, and thereafter any shares which the Investors and the Founders have requested to be registered shall be limited, to the extent necessary, based upon their respective holdings of Registrable Shares. FurthermoreAll expenses of such registrations and offerings and the reasonable fees and expenses of one independent counsel for all of the Investors as a group on the one hand, at and the Founders as a group on the other, shall be borne by the Company. The Company may postpone the filing of any time registration statement required hereunder for a reasonable period of time, not to exceed 180 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 a material adverse effect on the 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 of a Registration Statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company shall be eligible is commencing to file prepare a Company-initiated Registration Statement (other than a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) effected solely to implement an employee benefit plan or more a transaction to which Rule 145 or any other similar rule of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 Commission under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"is applicable); provided, however, that the Company shall be obligated use its best efforts to effect achieve such effectiveness promptly following such 180-day period if the request pursuant to this Section 4.2 has been made prior to the expiration of such 180-day period. If so requested by any Investor or Founder in connection with a registration under this paragraph, the Company shall take such steps as are required to register the Investors' and the Founders' 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' and the Founders' Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)registration.

Demand Registration Rights. a. The Company covenants Investor may make one (and agrees that at any time after January 1, 2003 and after receipt of a written request (a "only one) Demand Registration Request") from with respect to all or part of the holder(s) ADM Shares. Such Demand Registration shall be made pursuant to and subject to all of Registrable Securities (as defined below (togetherthe terms and conditions set forth in Article II of the Fifth Amended Stockholders' Agreement. Notwithstanding the foregoing, the "Securityholders"following provisions shall supercede the terms and conditions set forth in Article II of the Fifth Amended Stockholders' Agreement as such provisions apply to the ADM Shares: (i) constituting The Investor may make the demand on its own, without the involvement of any other entity, notwithstanding the provisions of Section 2.2 that require the holders of at least fifty percent (50%) 30% of the Registrable Securities on to make such demand; (ii) The fourth sentence of Section 2.2 (which contains the provisions regarding the 180 day filing delay) shall be deleted and replaced with the following sentence: "However, the Company will be entitled to postpone, for a reasonable period of time, but in no event more than 60 days after the date and then eligible for inclusion in of its receipt of such a registration request pursuant to this Section 10.12.2, stating the filing of any registration statement or offering and sale, if the Company determines, in its reasonable business judgment, that the Initiating Securityholders (as defined below) desire and intend proposed registration statement or the offering would be materially detrimental to have the Company register (a "Demand Registration") all or a portion of and gives the Registrable Securities held by them under such circumstances, the Company shall give Investor written notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen determination." (15iii) days after such Registration Notice is sent by the Company (subject to Notwithstanding the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence2.3, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after reduce the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities number of ADM Shares requested to be included registered by the Investor pursuant to the exercise of its demand registration right granted under Section 2(b) hereof; and (iv) Any reference to a "registration statement" in Article II shall be deemed to mean a Form S-3 Registration Statement if the initial registration requested under this Section 10.1(a) are Company is eligible to use such form. If the Company is not so included as eligible to use Form S-3, then such references shall be to a result of the provisions of the final sentence of this Section 10.1(a)Form S-1 Registration Statement. In either case, the Company shall keep such registration statement effective until the ADM Shares cease to be obligated to effect one (1) additional registration Registrable Securities pursuant to this the proviso contained in the first sentence of Section 10.1. Furthermore2.4 or pursuant to the last sentence of Section 2.4 (in each instance, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more free of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to volume limitations of Rule 144 of the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"1933 Act); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1).

Demand Registration Rights. a. The Company covenants and agrees that at At any time after January 1the date hereof but -------------------------- excluding the period beginning December 1 and ending March 1 in any year, 2003 and after receipt Purchasers may request, in writing, registration for sale under the Securities Act of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (1933, as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice amended (the "Registration NoticeAct"), of all or at least 500,000 shares of the --- Common Stock, par value $0.10 per share, of the Company (the "Shares") then held ------ by Purchasers or issuable to all Purchasers upon exercise of the Securityholders within thirty (30) days Warrants of the Company's receipt of such registration requesteven date herewith, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received issued by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to Purchasers pursuant to the provisions of the final sentence of this Section 10.1(a))Debenture Purchase Agreements. After such fifteen (15)-day period, the The Company shall file thereafter, as promptly expeditiously as practicable a registration statement and practicable, use its reasonable best efforts (i) to prepare and 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 and advised by counsel) covering all of the Shares specified in the demand request, within 60 days after the date of such request (45 days in the case of a Form S-3) and (ii) to cause such registration statement to become effective under be declared effective. The Purchasers shall select the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such underwriter of any offering pursuant to a registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made filed pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that1.1, subject to the following sentenceapproval of the Company, the which approval shall not be unreasonably withheld. Any selected underwriter shall be a well-recognized firm in good standing. The Company shall not be obligated required to effect any such registration pursuant to this Section 10.1 after the Company has effected comply with more than one (1) such request by Purchasers for demand registration ("Demand Registration") pursuant to this ------------------- Section 10.11.1. A demand registration shall not count as such until a registration statement becomes effective; provided, furtherthat if, that after it has become effective, -------- the offering pursuant to the extent that registration statement is interfered with by any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result stop order, injunction or other order or requirement of the provisions of the final sentence of this Section 10.1(a)SEC or any other governmental authority, the Company shall such registration be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled deemed not to have all been effected unless such stop order, injunction or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed other order shall subsequently have been vacated or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)otherwise removed.

Demand Registration Rights. a. The Company covenants and agrees that at any time after January 1(a) Subject to the conditions of Section 3.1(b) below, 2003 from and after receipt of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (togetherdate hereof, the "Securityholders"Series D Holders may make two (2) constituting at least fifty percent (50%) of the Registrable Securities demands on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company to register (a "Demand Registration") all or a portion of the Registrable Securities held on Form S-1 or such other form that may be available to the Company (each such registration being referred to as a “Demand Registration”). (b) If the Company receives from Series D Holders representing at least twenty percent (20%) of the Registrable Securities, a written request that the Company effect a Demand Registration with respect to all or a part of the Registrable Securities, the Company shall: (i) promptly give written notice of the proposed registration to all other Series D Holders; and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities as is specified in such request, together with such portion of the Registrable Securities of all other Series D Holders joining in such request as is specified in a written request given within twenty (20) days after receipt of such written notice from the Company; provided, however, that if the Company shall furnish to each such Series D Holder a certificate signed by them under 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 circumstancesregistration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall give notice have the right, exercisable not more than once during any twelve (the "Registration Notice"12) month period, to all defer such filing ninety (90) days after receipt of the Securityholders initial request of such Series D Holders. (c) If the Series D Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 3.1(b), and the Company shall include such information in the written notice referred to in Section 3.1(b)(i) hereof. The right of any Series D Holder to registration pursuant to this Section 3.1 shall be conditioned upon such Series D Holder’s participation in such underwriting and the inclusion of such Series D Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with each such participating Series D Holder) enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the participating Series D Holders, with the representative of the underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to the participating Series D Holders; provided, however, that if the Company has not selected an underwriter reasonably acceptable to the participating Series D Holders within thirty (30) days after the Company’s receipt of the Company's receipt of request for registration from such registration requestSeries D Holders, and then such participating Series D Holders may select an underwriter reasonably acceptable to the Company shall cause to be included in connection with such registration all Registrable Securities requested to be included therein by registration. Notwithstanding any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence other provision of this Section 10.1(a)). After 3.1, if the underwriter representative advises such fifteen (15)-day period, Series D Holders in writing that marketing factors require a limitation of the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such number of Registrable Securities covered by to be underwritten, such registration statement are sold prior to the expiration number of Registrable Securities shall be excluded from such six (6)-month period; providedregistration, howeverpro rata, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that so required by such limitation. If any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result participating Series D Holder disapproves of the provisions terms of the final sentence of this Section 10.1(a)underwriting, he, she or it may elect to withdraw therefrom by written notice to the Company, the Company underwriter and the other participating Series D Holders. The Securities so withdrawn shall also be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)withdrawn from registration.

Demand Registration Rights. a. The Company covenants and agrees that at any time 2.1.1 Commencing on the earlier of (i) December 19, 2019 or (ii) 180 days after January 1the effective date of an initial public offering of the Company’s Common Stock, 2003 and after receipt if holders of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (more than 50%) % of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have request the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with under the Securities Act for a public offering of such shares of Registrable Securities having an aggregate offering on a delayed or continuous basis pursuant price of at least $10,000,000, the Company shall, within ten days after the receipt of such notice, notify all holders of Registrable Securities of such request and shall use its reasonably diligent efforts to Rule 415 register under the Securities Act (a "Shelf Registration" and such the Registrable Securities of all holders who so request a "Shelf Registration Request")within 90 days after the date of the Company’s notice; provided, however, that the Company shall be obligated to register only shares of Common Stock pursuant to this Agreement. The Company is obligated to effect no more than a maximum of two such number demand registrations. 2.1.2 Notwithstanding the foregoing, if the Company shall furnish to holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chief Executive Officer of Shelf Registrations 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 effective at such time because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as may be necessary confidential; or (iii) render the Company unable to provide each and every Substantial Holder comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer such filing for a period of not more than 180 days after receipt of the request one of the holders; provided, however, that the Company may not utilize this right more than twice in any 12-month period. 2.1.3 In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (1)a) if the Company delivers in good faith a written notice to the initiating holders that the Company intends to file a registration statement for its initial public offering then during the period commencing after the date of the giving of such notice and ending on a date that is 180 days thereafter; or (b) during the period ending (i) 180 days after the effective date of a registration subject to Section 2.2 or (ii) 90 days after the effective date of any other registration statement pertaining to Common Stock; or (c) if the initiating holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made pursuant to Section 2.3.

Demand Registration Rights. a. (1) The Company covenants and agrees that BAT Group Permitted Holders (each, a “Demand Shareholder”) may, at any time after January 1and from time to time, 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have require the Company register (to file a "Demand Registration") Prospectus or a Registration Statement to facilitate a secondary offering in Canada and/or the United States, as applicable, of all or a any portion of the Registrable Securities held by them under such circumstanceseach Demand Shareholder (a “Demand Registration”), the Company shall give by giving written notice (the "a “Demand Notice”) of such Demand Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request. The Company shall, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day periodapplicable Securities Laws, the Company shall file use its commercially reasonable efforts to, as promptly as practicable a registration statement but in any event no more than 60 days following receipt of such Demand Notice, file one or more Prospectuses and/or Registration Statements, as applicable, and use its reasonable best efforts to cause take such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period other steps as may be required if reasonably necessary under applicable Securities Laws in order to permit the distribution of all such Registrable Securities covered by such registration statement are sold prior to or any portion of the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in such Demand Registration, provided that a Demand Registration shall not be deemed to have been effected until the initial registration requested issuance of a receipt for a final Prospectus filed by the Company (or in the case of a prospectus supplement, until the filing thereof) or the effectiveness of the Registration Statement, as applicable. The Parties shall cooperate in a timely manner in connection with such Prospectus Distribution and the procedures in Schedule C shall apply to any Demand Registration. (2) The Company shall not be obliged to effect: (a) more than four Demand Registrations in total; (b) more than one Demand Registration in any one 12-month period; (c) a Demand Registration in the event the Board determines in good faith, acting reasonably and after receiving the advice of counsel, that: (i) either (A) the effect of the filing of a Prospectus and/or Registration Statement would impede the ability of the Company to consummate a significant transaction (including, without limitation, a financing, an acquisition, a restructuring or a merger) or proceed with negotiations or discussions in relation thereto, or (B) there exists at the time material non-public information relating to the Company the disclosure of which the Company believes would be materially adverse to the Company and the Company has a bona fide business purpose for preserving such information as confidential; and (ii) it is therefore in the best interests of the Company to defer the filing of a Prospectus and/or Registration Statement at such time; in which case the Company’s obligations under this Section 10.1(a6.1 shall be deferred for a period of not more than 90 days from the date of receipt of the Demand Notice, provided that the Company shall not be permitted to defer the filing of a Prospectus and/or Registration Statement under this Section 6.1(2)(c)(ii) for a period of more than 120 days in the aggregate in any twelve consecutive months; or (d) a Demand Registration in respect of a number of Registrable Securities that is expected to result in gross proceeds of less than $20,000,000. (3) Any Demand Notice shall: (a) specify the number of Registrable Securities the Demand Shareholders intend to offer and sell; (b) express the intention of the Demand Shareholders to offer or cause the offering of such Registrable Securities, subject to the offering being on terms acceptable to the BAT Group Permitted Holders; (c) describe the nature or methods of the proposed offer and sale thereof, the Canadian provinces and territories in which such offer will be made, and whether such offer will be made in the United States; (d) contain the undertaking of such Demand Shareholders to provide all such information regarding their holdings and the proposed manner of distribution thereof as may be required in order to permit the Company to comply with all applicable Securities Laws; and (e) specify whether such offer and sale shall be made by an underwritten public offering. (4) In the case of an underwritten public offering initiated pursuant to this Section 6.1, the BAT Group Representative shall have the right to select the managing underwriter or underwriters of such Registrable Securities; provided, that such selection shall also be reasonably satisfactory to the Company. The Company shall have the right to retain counsel of its choice to assist it in fulfilling its obligations under this Article 6. (5) The Company shall be entitled to include Shares which are not so included Registrable Securities in any Demand Registration provided that the Company must provide to the BAT Group Representative notice of its decision to include such Shares within five Business Days of receipt of a Demand Notice pursuant to Section 6.1(3) (provided that if such Demand Registration is to be effected as a result “bought deal”, the Company shall respond consistent with the time periods typical for transactions of the provisions of the final sentence of this that nature). (6) Except as set forth in Section 10.1(a6.1(5), the Company shall be obligated not include in any Demand Registration (or Prospectus or Registration Statement filed in connection with any Demand Registration) any securities which are not Registrable Securities without the prior written consent of the Demand Shareholders. (7) In the case of an underwritten Demand Registration, the BAT Group Representative has the right to effect one participate in the negotiations of the terms of any underwriting agreement. The BAT Group Representative’s participation in, and the Company’s completion of, the underwritten Demand Registration, is conditional upon the BAT Group Representative agreeing that the terms of any underwriting agreement are satisfactory to it, in its sole discretion. (1) additional registration pursuant to this Section 10.1. Furthermore8) If required by the lead underwriter in respect of an underwritten Demand Registration, at any time that the Company shall be eligible agree to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more customary standstill of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number 90 days in the applicable underwriting agreement, subject to customary exceptions, to be agreed upon between the Company and the lead underwriter, both acting reasonably, including, but not limited to, the granting of Shelf Registrations as may be necessary awards pursuant to provide each and every Substantial Holder with the right to request one (1)Company’s Equity Incentive Plans in favour of the management, directors, employees or consultants of the Company.

Demand Registration Rights. a. The Company covenants and agrees that at (i) At any time after January 1prior to December -------------------------- 31, 2003 and after receipt 1998, the Holders of more than 40% of all of the Interest Shares then outstanding may make a written request to the Company for registration of Registrable Securities under the Securities Act with the Commission (or any successor entity) for a public offering of Registrable Securities (a "Demand Registration"). The Holders shall have the right, in the aggregate, to one Demand Registration Request") from the holder(s) of all or any part of their Registrable Securities (as defined below (togetherwhich Demand Registration may be on Form S-2 or S-3 or other short-forms if the Company then qualifies for such short form registration); provided, however, -------- ------- that the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in Company shall not be required to effect a registration pursuant to this Section 10.1, stating that 2(a)(i) with respect to any Registrable Securities unless the Initiating Securityholders (as defined below) desire request for registration covers Registrable Securities representing at least 40% of all Registrable Securities then outstanding and intend to have held by the Holders. Whenever the Company register (shall receive a "request for a Demand Registration") , the Company will promptly give notice of such registration to all or a portion Holders and shall as expeditiously as is reasonable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities held by them under such circumstances, with respect to which the Company shall give notice (the "Registration Notice") to all of the Securityholders has received written requests for inclusion therein within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) 15 days after such Registration Notice notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a))given. After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be All requests made pursuant to this Section 10.1(a2(a)(i) will specify the number of shares of Registrable Securities to be registered and will also specify the intended methods of disposition thereof. (ii) A registration initiated as a Demand Registration shall not be deemed a Demand Registration (i) until a registration statement with respect thereto has become effective and has remained effective for the period of time in which the Company is required to keep such registration statement effective under this Agreement (without giving effect to any Suspension Period), provided, -------- however, that a registration that does not become effective after the Company ------- has filed a registration statement with respect thereto solely by reason of the refusal to proceed of the Holders shall be deemed to have been effected by the Company, (ii) if within six (6) months after such registration statement has become effective, such registration statement 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 and, as a result thereof, the offering of Registrable Securities is terminated prior to the date sale thereof, unless prior thereto the Holders had a period of 30 consecutive days during which they were permitted to sell their Registrable Securities pursuant to such registration statement, or (iii) if after such registration statement has become effective, the Company exercises any of its rights under Section 2(a)(v), unless after giving effect to any termination of a Suspension Period the Holders had a period of 30 consecutive days during which they were permitted to sell their Registrable Securities pursuant to such registration statement. (iii) If the Holders so elect, the offering of such request Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In any such underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of the Registrable Securities included in such offering; provided, that such investment bankers and managers -------- must be reasonably acceptable to the Company. (iv) The Company may delay the filing of a registration statement pursuant for up to this 120 days if, at the time of a request for registration under Section 10.1(a2(a)(i), (A) shall have been declared effective the Company is a party to a transaction involving the purchase, sale, conversion or issuance of securities of the Company (other than a transaction which is specifically not prohibited in Rule 10b-6 promulgated by the SEC; providedCommission under the Exchange Act), further(B) in the good faith judgment of the Company's Board of Directors, that, subject there is material undisclosed information concerning the Company or any subsidiary of the Company which has not been disclosed to the following sentencegeneral public for bona fide business reasons, or (C) financial ---- ---- statements required to be included or incorporated in the registration statement have not been prepared or are otherwise not available. In addition, the Company shall not be obligated to effect honor any such request for registration pursuant to this under Section 10.1 after the Company has effected one (12(a)(i) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that starting with the Company shall be eligible date 30 days prior to file the Company's good faith estimate of the date of filing of, and ending on the date 120 days following the effective date of, a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (in connection with a "Substantial Holder") that shall make a written request to the bona fide public offering. The Company shall be entitled to have all or promptly notify the Holders of any number delay in such filing, the reasons for such delay and proposed length of such Securityholder's delay. (v) The Company may suspend the effectiveness of any registration statement or, without suspending such effectiveness, instruct the Holders that no sales of Registrable Securities included in such registration statement may be made (and the Holders shall forthwith discontinue disposition of any such Registrable Securities) if, in the Company's good faith judgment, the Company would be required to disclose any actions taken or proposed to be taken by the Company, which disclosure would have a registration with material adverse effect on the SEC in accordance with the Securities Act for an offering Company or on a delayed or continuous basis pursuant to Rule 415 under the Securities Act such actions (a "Shelf Registration" Suspension Period") by providing the Holders with notice of such Suspension Period and the reasons therefor. The Company shall use its best efforts to provide such request notice a "Shelf Registration Request"); providedreasonable number of days prior to the commencement of a Suspension Period, however, provided that in any event the Company shall be obligated to effect provide such notice no later than the commencement of such Suspension Period. The Suspension Period shall not exceed 120 days in any consecutive 365- day period, provided that no more than such number of Shelf Registrations as one Suspension Period may be necessary commenced in any such 365-day period. The Company shall give prompt notice to provide each and every Substantial Holder with the right to request one (1)Holders of the termination of any Suspension Period.

Demand Registration Rights. a. (a) The Company covenants and agrees that at any time after January 1, 2003 and after receipt Shareholder has the right to request registration of a written request (a "Demand Registration Request") from Restricted Stock under the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice Act (the "Registration NoticeDemand Rights") with the following restrictions: the Demand Rights may be exercised (i) once, with respect to up to 462,500 shares of Restricted Stock (less the number of shares of Restricted Stock sold by the Shareholder after the second anniversary of the Closing Date under Rule 144 or privately), between the second and third anniversaries of the Closing Date, and (ii) once, with respect to up to all of the Securityholders within thirty (30) days remaining shares of Restricted Stock, between the third and sixth anniversaries of the Company's receipt of such registration request, and the Company shall cause Closing Date. The Shareholder may not make a request to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen register fewer than 100,000 shares. (15b) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and ASI will use its reasonable best efforts to cause such registration statement to become effective register under the Securities Act for public sale in accordance with the method of disposition specified in the initial written request from the Shareholder for registration of the shares of Restricted Stock, subject to the limitations set forth below. If such method of disposition is to be an underwritten public offering, ASI may designate the managing underwriter of such offering, provided that such managing underwriter is reasonably satisfactory to the Shareholder. Notwithstanding anything to the contrary contained in this Agreement, the obligation of ASI under this Section 5 will be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in the Shareholder's written request (subject to limitations set forth in clause (a) of this Section), for sale in accordance with the method of disposition specified by the Shareholder, has become effective and remain has remained effective for six the lesser of (6i) months 90 days or such shorter (ii) the period as may be required if within which all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month periodshares so registered have been sold; provided, however, that no request may be made pursuant to if the Shareholder requests registration of Restricted Stock under this Section 10.1(a) if within six (6) months prior to the date of 5 and later withdraws such request request, whether or not a registration statement pursuant had been filed at the time of such withdrawal, ASI will be deemed to this Section 10.1(a) shall have satisfied its obligation hereunder with respect to that request, as fully as if the shares of Restricted Stock specified therein had been declared effective by the SEC; providedregistered and sold, furtherunless, that, subject to the following sentencewithin 30 days after receiving ASI's statement therefor, the Company shall not be obligated to effect any Shareholder reimburses ASI for all expenses incurred by ASI in connection with such registration pursuant to this Section 10.1 after registration. (c) Notwithstanding the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result grant of the provisions of the final sentence of this Section 10.1(a)Demand Rights, the Company shall be obligated Shareholder will not have the right to effect one (1) additional require registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible provisions of Rule 144(k) are available to file the Shareholder with respect to the sale of the Restricted Stock. (d) Notwithstanding the grant of the Demand Rights, ASI, upon notice to the Shareholder, may suspend the right of the Shareholder to exercise the Demand Rights, for a period not to exceed 90 days (the Suspension Period ), if and to the extent that ASI determines, in good faith, that the filing of a registration statement by ASI reasonably could be expected to have a material adverse effect on Form S-3ASI and its shareholders and delivers a certificate signed by the President of ASI to such effect. Such right may be exercised only once in any 12-month period, each Securityholder that then owns fifteen percent and, if either period described in clauses (15%i) or more (ii) of Section 5(a) would otherwise end during a Suspension Period, then the Registrable Securities then outstanding period described in clause (i) or (ii) of Section 5(a) will be extended for a "Substantial Holder") that shall make a written request period equal to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)Suspension Period plus 30 days.

Demand Registration Rights. a. The Company covenants and agrees that (a) Subject to the provisions of this Section 1.1, at any time after January 1the date hereof, 2003 and after receipt Purchasers may request registration for sale under the Securities Act of a written request 1933, as amended (a the "Demand Registration RequestAct") from of all or part of the holder(s) Common Stock, no par value per share of Registrable Securities the Company (as defined below (together, the "SecurityholdersCommon Stock") constituting at least fifty percent then held by Purchasers or issuable to Purchasers. The Company shall thereafter, as expeditiously as practicable, use its best efforts (50%i) to 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 specified in the Registrable Securities demand request and (ii) to cause such registration statement to be declared effective. The Company shall use its best efforts to cause each offering pursuant to this Section 1.1 to be managed, on such date and then eligible a firm commitment basis, by a recognized regional or national underwriter. The Company shall not be required to comply with more than two (2) requests by Purchasers for inclusion in a demand registration pursuant to this Section 10.1, stating that 1.1(a). (b) The Company shall not be required to effect a demand registration under the Initiating Securityholders Act pursuant to Section 1.1(a) above if (as defined belowi) desire and intend to have the Company register (receives such request for registration within 120 days preceding the anticipated effective date of a "Demand Registration") all or a portion proposed underwritten public offering of securities of the Registrable Securities held Company approved by them under such circumstances, the Company shall give notice (the "Registration Notice") Company's Board of Directors prior to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company ; (ii) within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) 6 months prior to the date of any such request for registration, a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after of securities of the Company has been effected one (1) such registration in which Purchasers had the right to participate pursuant to this Section 10.11.2 hereof; provided, further, that to or (iii) the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result Board of Directors of the provisions Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) the assets of the final sentence of this Section 10.1(a)Company, or a merger, reorganization, recapitalization, or similar transaction materially affecting the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) capital structure or more equity ownership of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request")Company; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1(b)(iii) for a period not exceeding 3 months (or until such earlier time as such transaction is consummated or no longer proposed). The Company shall promptly notify Purchasers in writing of any decision not to effect any such request for registration pursuant to this Section 1.1(b), which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify Purchasers as soon as a demand registration may be effected. (c) Purchasers may withdraw a request for demand registration at any time before a registration statement is declared effective, in which event the Company shall withdraw such registration statement (and Purchasers shall not be deemed to have requested a demand registration for purposes of Section 1.1(a) hereof). If the Company withdraws a registration statement under this Section 1.1(c) in respect of a registration for which the Company would otherwise be required to pay expenses under Section 1.4(b) hereof, Purchasers shall be obligated liable to effect no more than the Company for all expenses of such registration specified in Section 1.4(b) hereof in proportion to the number of Shelf Registrations as may shares each of the Purchasers shall have requested to be necessary registered, and Purchasers shall not be deemed to provide each and every Substantial Holder with the right to request one (1)have requested a demand registration for purposes of Section 1.1(a) hereof.

Demand Registration Rights. a. The (a) Subject to the provisions hereof (including, without limitation, the last two sentences of this Section 2(a)), during the period commencing 10 Business Days after the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and ending on June 30, 2027; so long as there are any Registerable Securities then outstanding, the Holders of a majority of the Registerable Securities then outstanding (the “Initiating Holders”) may request that the Company covenants prepare and agrees file with the SEC a registration statement on Form S-3 (on an automatically effective basis to the extent the Company is eligible to do so) (“Form S-3”) or, alternatively in the event that at any time after January 1the Company is not then eligible to use Form S-3, 2003 on an appropriate form under the Securities Act (together with all amendments and supplements thereto, including post-effective amendments and new registration statements, in each case including the Prospectus contained therein, all exhibits thereto and all materials and documents incorporated by reference therein, a “Demand Registration Statement”), registering under the Securities Act the offer and sale of all or part of the then-outstanding Registerable Securities (a “Demand Registration”) of such Initiating Holders by giving written notice thereof to the Company, which request will specify (i) the number of Registerable Securities proposed to be sold by such Initiating Holders and (ii) the intended method of disposition thereof, which in the case of clauses (i) and (ii) satisfies the Minimum Holders Condition. Within 10 Business Days after receipt of a such request, if the Company chooses to seek to effect the registration contemplated by this Section 2, then the Company will give written request (a "notice of such Demand Registration Request") from request to all other Holders and include in such registration all such Registerable Securities with respect to which the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible Company has received written requests for inclusion in a registration pursuant to this Section 10.1, stating that therein within five Business Days after the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days mailing of the Company's receipt ’s notice to the applicable Holder. Each such request must specify the number of such registration request, Registerable Securities to be registered and the Company shall cause intended method of disposition thereof in order to be included in such registration. Subject to the provisions of Section 2(f) below, if the Company chooses to seek to effect the registration contemplated by this Section 2, then the Company need not effect more than two Demand Registrations in total in order for the Company to continue to have the benefit of the Dividend Cap. The number of Registerable Securities proposed to be sold by the Initiating Holders either (i) shall be all Registrable the Registerable Securities or (ii) shall have a Liquidation Preference (as defined in the Articles Supplementary) of at least $25,000,000. If the Company chooses to seek to effect the registration contemplated by this Section 2, then the Company will use its commercially reasonable efforts to file the Demand Registration Statement no later than 45 days after the Initiating Holders’ request for a Demand Registration in the case of a registration statement on Form S-3 and 90 days in the case of a registration statement on Form S-11 or such other appropriate form. If the Company chooses to seek to effect the registration contemplated by this Section 2, then it will use its commercially reasonable efforts 5 4877-1320-6390v 12 to keep any Demand Registration Statement continuously effective (which shall include, but not be limited to, updating and amending the Demand Registration, if applicable, upon the issuance of Registerable Securities) and in compliance with the Securities Act and usable for sale of such Registerable Securities until the 90th day following its initial effectiveness. For the avoidance of doubt, the Company need not seek to effect the registration contemplated by this Section 2(a) but in such case will not have the continued benefit of the Dividend Cap. In addition, notwithstanding anything to the contrary set forth in this Agreement, if the Registerable Securities are issued by the Company following its exercise of the Second Extension Option, the Holders shall have no rights to request a Demand Registration or a Demand Registration Statement under this Agreement. (b) Notwithstanding anything to the contrary contained in this Section 2, if at the time the Company receives a request for a Demand Registration, the Company has an effective Shelf Registration Statement, the Company may include all or part of the Registerable Securities covered by such request in such Shelf Registration Statement, including by virtue of including the Registerable Securities in a prospectus supplement to such Shelf Registration Statement and filing such prospectus supplement pursuant to Rule 424(b)(7) under the Securities Act (in which event, the Company shall be deemed to have satisfied its registration obligation under this Section 2 with respect to such Demand Registration request and such Shelf Registration Statement shall be deemed to be a Demand Registration Statement for purposes of this Agreement). (c) If the Demand Registration will be made in the form of an Underwritten Offering and the managing underwriters of the requested Demand Registration advise the Company and the Holders that, in the reasonable opinion of the managing underwriters, the number of Registerable Shares proposed to be included in the Demand Registration exceeds the number of Registerable Shares that can be sold in an 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”), and if the Company chooses to seek to effect the registration contemplated by Section 2(a) hereof, then the Company will include in such Demand Registration only such number of Registerable Shares 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), with such Maximum Number of Shares allocated, unless otherwise agreed by the Company and the Holders, (i) first, the number of Registerable Securities requested to be included therein by any such Securityholder by notice received the Holders, pro rata among the Holders on the basis of the number of Registerable Securities requested to be included therein by the Company within fifteen Holders and (15ii) days after such Registration Notice is sent second (and only to the extent the number of Registerable Securities to be sold by the Company Holders is less than the Maximum Number of Shares), the Registerable Shares requested to be included in such registration by other Persons (subject to including, if applicable, the provisions Company) pro rata among such other Persons on the basis of the final sentence number of this Section 10.1(a)). After Registerable Shares requested to be included by such fifteen Persons. (15)-day periodd) In connection with any Demand Registration, the Company shall file have the right to (i) select the managing underwriters and any additional underwriters (and their roles) in the offering and (ii) determine the structure of the offering and negotiate the terms of any underwriting agreement as they relate to the Holders, including: (A) the number of shares to be sold (if not all shares offered can be sold at the highest price offered by the underwriters); provided that the request provided by Holders pursuant to Section 2(a) requesting the number of Registerable Securities to be listed are all included to the extent the Maximum Number of Shares is not exceeded; and (B) the offering price and underwriting discount; provided that the identity of the managing underwriters and any additional underwriters and such structure and terms are reasonably acceptable to the Holders; provided, further that, if the sale of Registerable Securities in an Underwritten Offering is not completed pursuant to this Section 2(d) after the public announcement of the launch of such Underwritten Offering, the Holders of such Registerable Securities shall pay all Selling Expenses incurred by such Holders and reimburse the Company for its reasonable out- of-pocket Registration Expenses relating to such uncompleted sale. 6 4877-1320-6390v 12 (e) Notwithstanding the foregoing, if the Company chooses to seek to effect the registration contemplated by Section 2(a) above, and if the Board determines that the filing of a Demand Registration Statement would: (i) be detrimental to the Company in that such registration would interfere with a material corporate transaction; (ii) according to the underwriters of an underwritten public offering of shares of Capital Stock by the Company, have a material adverse effect on the Company’s offering; (iii) require the disclosure of material non-public information concerning the Company that at the time is not, in the judgment of the Board, in the best interest of the Company to disclose and is not otherwise required by applicable securities laws or regulations to disclose at such time; or (iv) require the disclosure of a significant bona fide business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business), including any significant merger, consolidation, tender offer, or other similar transaction) available to the Company that the Board determines not to be in the Company’s best interests to disclose, then the Company will have the right to defer such filing for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than 60 days in any 90-day period or more than 120 days in any 365-day period); provided that the Board may only defer such filing two times in any one-year period. The Company will give written notice of its determination to such Initiating Holders 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. Each Holder shall keep confidential the fact that a filing has been deferred, the notice and the contents of such notice for the duration of the deferral or until otherwise notified by the Company, except (i) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential and (ii) as practicable required by law, rule or regulation. If the Company shall postpone the filing of a Demand Registration pursuant to this Section 2(e), the Initiating Holders holding a majority of the Registerable Securities then outstanding held by the Initiating Holders shall have the right to withdraw the request for registration on behalf of all Initiating Holders. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to this Section 2 (and shall not be counted as a permitted Demand Registration), and the Company shall pay all Registration Expenses in connection therewith. (f) Subject to Section 2(g), a registration statement and use its reasonable best efforts to cause such registration statement to shall not count as a permitted Demand Registration until it has become effective under the Securities Act and remain effective Act. A request for six (6) months or such shorter period as a Demand Registration may be required if all such Registrable Securities covered by such registration statement are sold withdrawn prior to the expiration filing of such six the Demand Registration by the Initiating Holders holding a majority of the Registerable Securities then outstanding held by the Initiating Holders for which registration was requested in the Demand Registration (6)-month period; provideda “Withdrawn Request”), howeverand, that no request if the filed Demand Registration Statement is not an automatic Shelf Registration Statement, a Demand Registration may be made withdrawn prior to the effectiveness thereof by the Holders holding a majority of the Registerable Securities then outstanding held by the Initiating Holders for which registration was requested in the Demand Registration (a “Withdrawn Demand Registration”), and, subject to Section 2(g), such withdrawals shall be treated as a permitted Demand Registration which shall have been effected pursuant to this Section 10.1(a) if within six (6) months prior to 2 unless the date Holders of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Registerable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), such Demand Registration reimburse the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request for its reasonable out-of-pocket Registration Expenses relating to the Company shall be entitled to have all or any number preparation and filing of such Securityholder's Registrable Securities included in a registration with Demand Registration (to the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made because (i) of a material adverse change in the business, financial condition or prospects of the Company, (ii) of a postponement of such registration pursuant to Section 2(e) or (iii) of the occurrence of any event that would reasonably be expected to permit the Company to exercise its rights to suspend the use of a Demand Registration Statement pursuant to Section 3, then such withdrawal shall not be treated as a permitted Demand Registration effected pursuant to this Section 2, and the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)pay all Registration Expenses in connection therewith.

Demand Registration Rights. a. The Company covenants and agrees that at At any time after January 1time, 2003 and after receipt of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) Holders owning 20% or more of the Registrable Securities then outstanding Warrants (a "Substantial Holder"determined according to the number of Shares issuable thereunder) that and Shares shall make a written request to the Company Parent, the Parent shall cause to be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance filed with the Securities Act for an offering on and Exchange Commission (the "Commission") a delayed or continuous basis pursuant to Rule 415 under registration statement meeting the requirements of the Securities Act (a "Shelf Demand Registration" and such request a "Shelf Registration Request"). (a) Each Holder shall be entitled to have included therein all or such number of such Xxxxxx's Shares as the Holder shall request in writing up to the number of Shares for which such Xxxxxx's Warrant is then exercisable; provided, however: (i) that the Parent shall be entitled to postpone for up to ninety (90) days in any 365 day period the filing of any Demand Registration statement otherwise required to be prepared and filed under this Section 3.1 if the Board of Directors of the Parent shall determine in its good faith reasonable judgment, that such Demand Registration would materially interfere with, or require premature disclosure of, any financing, acquisition, reorganization, or other material event involving the Company Parent and the Board of Directors delivers written notice of such determination to the Selling Holders; (ii) the Parent shall be obligated to effect no more than four (4) such number Demand Registrations, two (2) of Shelf Registrations as which may be necessary demanded by Group 1, and two (2) by Group 2; and (iii) a Demand Registration hereunder shall not be deemed to provide each and every Substantial Holder have been effective: (A) unless a registration statement pursuant to the exercise of the demand rights under this Section 3.1 has become effective, (B) if after such registration statement has become effective, such registration or the related offer, sale or distribution of Shares 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 the Selling Holders, or (C) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Selling Holders. (b) If any Demand Registration involves an underwritten offering, or an agented offering, Selling Holders holding a majority of the Shares to be included in the offering shall have the right to request one select the underwriter or underwriters, manager or managers or agent or agents, as the case may be, to administer such underwritten offering or the placement agent or agents for such agented offering; provided, however that each Person so selected shall be reasonably acceptable to the Parent. (c) The Parent shall use its best efforts to keep the Demand Registration statement continuously effective for up to 180 days or until such earlier date as of which all the Shares under the Demand Registration statement shall have been disposed of in the manner described in the registration statement. (d) If any registration under this Section 3.1 involves an underwritten offering and the managing underwriter of such offering shall advise the Selling Holders by letter that, in its view, the number of securities requested to be included in such registration exceeds the largest number that can be sold in an orderly manner in such offering and that such number would materially and adversely affect such offering ("Maximum Amount "), then the Parent shall include in such registration, to the extent the number and type of securities which the Parent is so advised can be sold in (or during the time of) such offering: (1) first, all Shares requested to be included in such registration by the Selling Holders; and (2) second, to the extent that the number of Shares to be included by all Selling Holders is less than the Maximum Amount, securities that the Parent or any other holders of the equity securities of the Parent, proposes to register. (e) In connection with any registration statement or other filing described herein, and in connection with making and keeping such filings effective as provided herein, the Parent shall bear all the expenses and professional fees of the Parent and Selling Holders (including the fees and expenses of one legal counsel for all Selling Holders), except for the Selling Holder's pro rata share of any underwriting discounts and commissions. (f) Holders shall not request a Demand Registration hereunder of any offering or sale of Shares which can be effected, according to its proposed terms, so as to comply with the requirements of Rule 144 under the Securities Act without the necessity of any discount, any indemnity or similar undertaking by the Selling Holders.

Demand Registration Rights. a. (a) The Company covenants and agrees that at any time after January 1, 2003 and after receipt of a written Investors hereby request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders Company file, and (as defined belowx) desire and intend subject to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under such circumstancesSection 4 hereof, the Company shall give notice agrees with the Investors to file within two business days after the closing date of the Merger a Registration Statement with respect to 450,000 shares of Eligible Common Stock held by the Trust Investor and 50,000 shares of Eligible Common Stock held by the Individual Investor (the "Registration NoticeCLOSING DEMAND") and (y) the Company agrees with the Investors to all of the Securityholders within thirty file on November 20, 2000 a Registration Statement (30) days of or, if available, at the Company's receipt of such registration requestoption, a post-effective amendment to an existing Registration Statement) with respect to the remaining Requisite Common Stock held by the Investors (the "NOVEMBER DEMAND") (the Closing Demand and the Company shall cause November Demand collectively referred to as the "DEMANDS" or individually a "DEMAND"), each such Registration Statement to be included in such registration all Registrable Securities requested to be included therein by filed on Form S-3 (or, if unavailable, Form S-2 or Form S-1) or any such Securityholder by notice received by the Company within fifteen (15) days after such Registration Notice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective other appropriate or successor form under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month periodAct; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect effect, or take any action to effect, any such registration pursuant to this Section 10.1 after 3(a) in any particular jurisdiction in which the Company has effected one would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. (1b) such registration pursuant With respect to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a)each Demand, the Company will, at the request of the Trust Investor, file either a post-effective amendment to the effective Registration Statement or a Form 8-K incorporated by reference into the Registration Statement in order to permit a firm commitment underwriting. The Company shall be obligated required to effect one (1) an additional registration pursuant to this Section 10.1. Furthermore, at any time that 3(a) if the Company shall be eligible fails to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more effect either of the Registrable Securities then outstanding two registrations upon the Demands referred to in Section 3(a) (unless such registration has not been effected solely by reason of the fault of an Investor). (c) If any offering or sale of Common Stock by the Investor pursuant to a "Substantial Holder") that shall make a written request Registration Statement is not consummated due to any failure by the Company to perform its obligations under this Agreement, the Demand with respect to which such Registration Statement was filed shall not be entitled included among the Demands contemplated by Sections 3(a) and (b) above. (d) Subject to have all or any number of such Securityholder's Registrable Securities included in a registration compliance with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 rights and obligations under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); providedCompany's existing registration rights agreements, however, that the Company will not include in any Registration Statement any securities other than the Requisite Common Stock without the prior written consent of the applicable Investors, which consent shall not be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1)unreasonably withheld.

Demand Registration Rights. a. (i) The Company covenants and agrees that at with the Placement Agent and any time after January 1, 2003 and after receipt other or subsequent Holders of a written request (a "Demand Registration Request") from the holder(s) of Registrable Securities (as defined below in paragraph (togetherf) of this Section 10) that, upon the written request of the then Holder(s) of Warrants, Registrable Securities, or both, representing at least a majority of the Common Shares underlying the Warrants originally issued to the Placement Agent or its designees, made at any time within the period commencing one (1) year and ending five (5) years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 60 days after receipt of such written request, at its expense (other than (x) all underwriters', broker-dealers', placement agents' and similar selling discounts, commissions and fees relating to the sale of the Holder's Registrable Securities, (y) any costs and expenses of counsel, accountants or other advisors retained by the Holder and (z) all transfer, franchise, capital stock and other taxes, if any, applicable to the Holder's Registrable Securities (collectively, "SecurityholdersHolders' Expenses"), all of which shall be paid by the Holder), no more than once (except as otherwise provided below), a post-effective amendment (the "Amendment") constituting at least fifty percent (50%) of to the Company's Registration Statement on Form S-l, Registration No. 333-[ ] as filed with the Securities and Exchange Commission on December ___, 2001, or a new registration statement on an appropriate form under the Act, registering or qualifying the Registrable Securities on for sale in accordance with the intended method of sale or other disposition described in such date and then eligible for inclusion in a registration pursuant to this Section 10.1, stating that the Initiating Securityholders request. Within fifteen (as defined below15) desire and intend to have the Company register (a "Demand Registration") all or a portion of the Registrable Securities held by them under days after receiving any such circumstancesnotice, the Company shall give notice (to the "Registration Notice") to all other Holders of the Securityholders outstanding Warrants or Registrable Securities advising that the Company is proceeding with such Amendment or registration statement and offering to include the Registrable Securities of such Holders. The Company shall not be obligated to any other such Holder unless that other Holder accepts such offer by notice in writing to the Company within thirty twenty (3020) days thereafter. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause such Amendment or registration statement to become effective as promptly as practicable (but in any event within 90 days of the Company's receipt initial filing of such Amendment or registration requeststatement) and for a period of 12 months thereafter to reflect in the Amendment or registration statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, and individually, or in the Company shall cause aggregate, represent a fundamental or material change in the information set forth in the Amendment or registration statement to enable Holders of the Registrable Securities registered to sell such Registrable Securities. The Holders may sell the Registrable Securities pursuant to the Amendment or registration statement without exercising the Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration all shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering. (ii) Anything in this Section 10(a) to the contrary notwithstanding, if the Company's securities proposed to be registered for sale are to be distributed in an underwritten offering and the managing underwriter shall advise the Company in writing that, in its opinion, the amount of securities to be offered should be limited in order to assure a successful offering, the amount of Registrable Securities requested to be included in such Amendment or registration statement shall be so limited and shall be allocated among the persons selling such securities in the following order of priority: (x) first to be registered will be the securities subject to any demand or piggyback registration rights granted by the Company before the Effective Date, (y) next to be registered will be the Registrable Securities in proportion, as nearly as practicable, to the number of Registrable Securities desired and eligible to be sold by each Holder of such Registrable Securities and (z) next to be registered will be any other Common Shares subject to similar demand or piggyback registration rights granted by the Company in proportion, as nearly as practicable, to the number of Common Shares desired and eligible to be sold by each holder of such Common Shares. In the event that, (x) pursuant to the preceding sentence, the managing underwriter limits the number of Registrable Securities that the Holders desire to have registered, and (y) the Company does not thereafter effect a registration to include the Registrable Securities that the Holders were not then permitted to sell within 180 days after the effective date of the Amendment or registration statement from which the Holders have been excluded, then, at any time after such 180-day period until the period ending five years after the Effective Date, the Holders of a majority of such Registrable Securities not so included may make a request to the Company for registration under the Act of all or part of such Registrable Securities not so included in accordance with Section 10(a)(ii). (iii) Notwithstanding anything in this Section 10(a) to the contrary, the Company will not be required to file an Amendment or registration statement (i) at a time when the audited financial statements required to be included therein by any are not available, which time shall be limited to the period commencing 135 days after the end of the Company's third quarter and ending 90 days after the end of such Securityholder by notice received fiscal year, or (ii) for the period beginning with the filing of a registration statement under the Act with respect to a public offering by the Company within fifteen (15) of its securities and ending 180 days after the closing of such Registration Notice is sent by public offering, or (iii) if in the reasonable opinion of the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, it would adversely impact the Company shall file as promptly as practicable a registration statement and use in its reasonable best efforts to cause such registration statement to become effective under the Securities Act and remain effective for six capital raising plans or otherwise (6) months or such shorter period as in which latter case filing may be required if all such Registrable Securities covered by such registration statement are sold prior delayed for up to the expiration of such six (6)-month period; provided, however, that no request may be made pursuant to this Section 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a135 days), the Company shall be obligated to effect one (1) additional registration pursuant to this Section 10.1. Furthermore, at any time that the Company shall be eligible to file a registration statement on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of such Securityholder's Registrable Securities included in a registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, however, that the Company shall be obligated to effect no more than such number of Shelf Registrations as may be necessary to provide each and every Substantial Holder with the right to request one (1).