Common use of Demand Registration Rights Clause in Contracts

Demand Registration Rights. Within 60 days after receipt of a written request from Holders of at least 50% in interest of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registration

Demand Registration Rights. Within 60 days after (a) Subject to Section 2.1(c), following the expiration of the 24 month period set forth in Section 6.1, upon the written request (a “Demand Notice”) of 9477179 on behalf of itself or one or more of the Shareholders (each, a “Requesting Shareholder”), made at any time and from time to time as long as the Shareholders, in the aggregate, directly or indirectly own, control or direct at least 10% of the outstanding Shares (on a non-diluted basis), the Company will use commercially reasonable efforts, subject to compliance with Applicable Securities Laws and applicable stock exchange requirements (and the Company will use commercially reasonable efforts to comply with such laws and requirements), to file such documents and take such other steps as may be necessary under Applicable Securities Laws to qualify for Distribution all or any whole number (as may be reduced pursuant to Section 2.1(b)) of Shares requested by the Requesting Shareholder under this Agreement (the “Qualifying Securities”). The Company and the Shareholders shall cooperate in a timely manner and in accordance with the procedures set forth in Schedule A hereto in connection with each such Distribution (a “Demand Distribution”). (b) After receipt of a written request from Holders of at least 50% the Demand Notice referred to in interest of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involvedSection 2.1(a), the Company shall (subject have five Business Days to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its reasonable best efforts determine whether it wishes to cause such registration statement to become effective Distribute Shares under the Act) prospectus prepared in connection with respect such Demand Distribution by giving written notice to the offering and sale 9477179, on its own behalf or other disposition on behalf of the Warrants and/or Warrant Requesting Shareholders, specifying the number of Shares requested it wishes to Distribute, provided that if the lead underwriter or underwriters, acting in good faith, advises 9477179 and the Company in writing that, in its or their judgment, the inclusion of the Shares to be included Distributed by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement would Demand Distribution should 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that limited (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganizationdue to market conditions, or (ii) because the number of Shares proposed to be distributed is likely to have a significant adverse effect on the successful marketing of the Distribution (including that the selling price of the Shares would likely be below the price range acceptable to the Requesting Shareholders), then the maximum number of Shares that the lead underwriter or underwriters advise should be Distributed will be allocated as follows: (i) first, to the number of Qualifying Securities; and (ii) second, subject to clause (i), to the number of Shares to be Distributed by the Company, if any, that may be accommodated in such Distribution. (c) Notwithstanding Subsection 2.1(a), the Company will not be obligated to effect a Demand Distribution: (i) within the earlier of: (A) a period of 90 days after the date of completion of a previous Demand Distribution; and (B) the period, if any, during which the Company or 9477179 has agreed with the underwriters of a Distribution that it would not issue Shares (unless waived by such underwriters); (ii) during a regularly scheduled black-out period in which insiders of the Company are restricted from trading in securities of the Company under the xxxxxxx xxxxxxx policy or other policy of the Company; (iii) if, within a particular calendar year, the Company has already effected an aggregate of three Demand Distributions from Requesting Shareholders pursuant to Section 2.1(a). For the purposes of this subsection, a Demand Distribution shall not be considered as having been effected until (a) a receipt has been issued by, or deemed to be issued by, the applicable Canadian Securities Regulatory Authorities for a final prospectus pursuant to which the Qualifying Securities are to be Distributed, or (b) a prospectus supplement in connection with a base shelf prospectus is filed pursuant to which the Qualified Securities are to be Distributed. However, if a Requesting Shareholder withdraws or does not pursue a request for a Demand Distribution after (A) filing a preliminary prospectus pursuant to which the Qualifying Securities are to be Distributed or (B) the entering into of an enforceable bought deal letter or an underwriting or agency agreement in connection with the Demand Distribution (provided that at such time the Company is in possession compliance in all material respects with its obligations under this Agreement), then such Demand Distribution shall be deemed to be effected. In the event of material inside information concerning any withdrawal or revocation by the Requesting Shareholder, the Requesting Shareholder shall continue to be responsible for applicable Registration Expenses in accordance with Section 3(d) of Schedule A to this Agreement; (iv) unless the Distribution of Qualifying Securities would reasonably be expected to result in gross proceeds of at least $30 million; (v) other than in a province or territory of Canada; (vi) in the event that the Board determines in good faith (with the 9477179 Nominees abstaining from such determination) that there is a Valid Business Reason (as defined below) and that it is, therefore, in the best interests of the Company or its securitiesto defer the filing of a prospectus at such time, disclosure of in which would be illegal or have a material adverse effect upon case the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to ’s obligations under this Section 13.1 received later 2.1 will be deferred until the earlier of: (A) five Business Days after the date that such Valid Business Reason ceases to exist; and (B) the expiry of a period of not more than four (4) years 90 days from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness ’s receipt of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationDemand Notice,

Demand Registration Rights. Within 60 Pursuant to the provisions of Section 18.1 of the Agreement, each of Koor or Clal (each, the “Exercising Shareholder”) may request in writing that all or part (but in any event, no less than a number of shares representing a market value of at least 15$ million United States Dollars) of the shares it holds in ECI (the “Shares”) shall be registered with the Securities and Exchange Commission pursuant to a registration statement under the U.S. Securities Act of 1933, as amended, and the regulations promulgated thereunder (the “Act”). ECI will within twenty (20) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to the other Exercising Shareholders, and include in such registration all Shares held by such Exercising Shareholder if it wishes to participate in such registration and provides ECI with written requests for inclusion therein within fifteen (15) days after the receipt of ECI’s notice. Thereupon, ECI shall effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Exercising Shareholder’s Shares as are specified in such request, together with all or such portion of the Shares of any other Exercising Shareholder joining in such request as are specified in a written request from Holders of at least 50% in interest of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, given within the meaning of the Act, will be involved, the Company shall fifteen (subject to the last sentence of this paragraph15) notify all Holders days after receipt of such request written notice from ECI. ECI shall as soon as practicable, and file a registration statement (and in any event shall use its reasonable best efforts to cause such registration statement to become effective under the Act) with respect to the offering and sale or other disposition effect within 90 days of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion receipt of Warrants or Warrant Shares within 20 days after the Company has given them notice of such request, the registration (of all Shares as to which it has received a request for registration for trading on the "OFFERED SECURITIES"); securities exchange, provided, however, that the Company ECI shall not be obligated required to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, effect any registration under the Act is not required for the transfer this Exhibit within a period of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement would be legally sufficient for such transfer one hundred and twenty (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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. The Company may defer the preparation and filing of a registration statement for up to 90 120) days after the request for registration is made if the Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from following the effective date of any previous registration. Notwithstanding any other provision of this Exhibit, if the Company's registration effected under this Exhibit is an underwritten registration, and the managing underwriter in such registration advises ECI and the Exercising Shareholder(s) in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, any of the Shares. In the event both Koor and Clal exercise their Registration Statement on Form S-1 (File NoRights simultaneously, such underwriter cutbacks shall be applied to both, pro-rata to their respective holdings in ECI at such time. 333-26439) (the "EFFECTIVE DATE"). The Company ECI shall not be required cause any other registration of securities for sale for its own account (iother than a registration effected solely to implement an employee benefit plan) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 become effective less than one hundred twenty (120) days after the effective date of the any registration statement or the date on which all of the Offered Securities have been sold requested pursuant to this Exhibit. ECI shall not be required to complete more than one (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registration1) registration under this Exhibit for Clal and one (1) registration for Koor.

Demand Registration Rights. Within 60 days (i) At any time after receipt the date that is twelve (12) months from the Effective Date, and continuing for a period of five (5) years from the Effective Date, a written request from Holders of at least 50% in interest Majority of the aggregate of Warrants and/or Warrant Shares Holders may on one (1) occasion demand that the Representatives or such Holders of Company (A) file with the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that SEC a public offering, within the meaning of the Act, will be involved, the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a shelf registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the ActSecurities Act (a "Shelf Registration Statement") with respect to the offering Registrable Securities and sale use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective by the SEC and (B) use its commercially reasonable best efforts to effect the registration, qualifications or compliances (including, without limitation, the execution of any required undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other disposition state securities laws and appropriate compliance with applicable securities laws, requirements or regulations) as may be so reasonably requested and as would permit or facilitate the sale and distribution of all Registrable Securities. Notwithstanding the foregoing, the Company will not be obligated to enter into any underwriting agreement for the sale of any of the Warrants and/or Warrant Shares requested Registrable Securities. (ii) Notwithstanding any other provision of this Warrant, the Company shall not be required to take any of the actions with respect to a Shelf Registration Statement to the extent that the Company is in possession of material non-public information that it has a bona fide business purpose for preserving as confidential and that is not then otherwise required to be included by disclosed and it delivers written notice to each Holder that it intends to defer the requesting Holders actions so required, and any other Holders who request inclusion that such Holder may not make offers or sales under a Shelf Registration Statement, for a period not to exceed sixty (60) days from the date of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES")such notice; provided, however, that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if may deliver only two such notices in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a postaggregate during any twelve-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationmonth period.

Demand Registration Rights. Within 60 days (a) At any time after receipt March 31, 2001 and prior to the Termination Date, the Holders or any one or more of them may request (each Holder making a written request from Holders of at least 50% for registration pursuant to this Section 3 or pursuant to Section 4 being referred to in interest of either case as a "Requesting Holder" and collectively as the aggregate of Warrants and/or Warrant Shares "Requesting Holders") in writing that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Act) with respect to Securities Act covering the offering and sale registration of all or other disposition a part of the Warrants and/or Warrant Shares requested to be included shares of Registrable Securities then beneficially owned by the requesting such Requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the a "OFFERED SECURITIESDemand Registration"); provided, however, that (i) the Company shall have no obligation to file a registration statement for a Demand Registration pursuant to this Section 3 unless the Requesting Holders, together with the Holders who request the registration of additional shares of Registrable Securities pursuant to the following sentence, request the registration of Registrable Securities having an aggregate Fair Market Value of at least $50 million calculated as of the date the request of the Requesting Holders is received by the Company; (ii) the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if effect more than (A) one Demand Registration in the opinion of counsel any twelve-month period, or (B) three Demand Registrations in total prior to the Company reasonably acceptable Termination Date; and (iii) the registration statement relating to the Holder or first Demand Registration shall not be declared effective by the Commission before the Lock-up Expiration Date. Within ten days of the receipt of such request, the Company shall give written notice of such request to all other Holders from whom such written requests have been received, and shall use its reasonable best efforts to effect as soon as practicable the registration under the Securities Act is not required for in accordance with Section 6 hereof (including, without limitation, the transfer execution of the Offered Securities in the manner proposed by such person or persons, or a an undertaking to file post-effective amendment to an existing amendments) of all shares of Registrable Securities which the Holders request be registered within 30 days after the mailing of such notice; provided, however, that, in the case of any registration statement would be legally sufficient for such transfer (in which latter event relating to a Demand Registration that is filed prior to the Company shall promptly file such postfirst anniversary of the Lock-effective amendment (and use its best efforts to cause such amendment to become effective under the Act)). Notwithstanding the foregoing, howeverup Expiration Date, the Company shall not be obligated required to provide register more than one effective 50% of the Registrable Securities outstanding on the Lock-up Expiration Date, and that if Holders, in the aggregate, request the registration of more than such number of Registrable Securities, then the amount of Registrable Securities to be offered shall be reduced and allocated among such Holders on a pro rata basis based upon the number of Registrable Securities that each such Holder has requested to be included in such registration statement. If the managing underwriter or underwriters of such offering advises the Company that the total amount of securities which the Holders intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount of Registrable Securities to be offered shall be reduced and allocated among such Holders on a pro rata basis based upon the number of shares of Registrable Securities that each such Holder has requested to be included in such registration statement meeting to the requirements hereof pursuant extent necessary, in the opinion of such lead managing underwriter, to this Section 13.1. The Company may defer reduce the preparation and filing total amount of a registration statement for up securities to 90 days after the request for registration is made if the Company's board of directors determines be included in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationoffering

Demand Registration Rights. Within 60 days (i) Subject to the limitations in Section 2.1.1(ii), at any time and from time to time on or after receipt of the Release Date, one or more Holders (the “Initiating Holder(s)”) may make a written request from Holders of at least 50% in interest of for the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Securities Act is not required of all or part of their Registrable Securities (a “Demand Registration”). Any request for a Demand Registration shall specify the transfer number and type of Registrable Securities proposed to be sold, the intended method(s) of distribution thereof and the name(s) of the Offered Securities in proposed managing Underwriter(s), if any, of the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Companyoffering. The Company shall not be obligated give written notice to honor all Holders of any request for a Demand Registration (specifying the number and type securities, the intended method(s) of distribution, and the name of any proposed Underwriter(s) of the offering described in the request for such Demand Registration) within five (5) Business Days following the receipt by the Company of such request, and each Holder who wishes to register Warrant Shares pursuant include all or part of its Registrable Securities in such Demand Registration shall give written notice to this Section 13.1 received later than four the Company (4specifying the number and type of Registrable Securities to be included therein) years within ten (10) Business Days following the receipt by such Holder of notice from the effective date Company. Upon receipt by the Company of notice from such Holder, such Holder shall be entitled to have its Registrable Securities included in the Demand Registration, subject to Section 2.1.3 and the other provisions of this Agreement. (ii) The Demand Registration rights granted in Section 2.1.1(i) to the Holders are subject to the following limitations: (A) the Demand Registration must be initiated by an Initiating Holder or Holders beneficially owning Registrable Securities representing, in the aggregate, a majority-in-interest of the Company's Registrable Securities, (B) each request for a Demand LA_LAN01:245827.8 Registration Statement must include, in the aggregate (based on Form S-1 (File No. 333Registrable Securities included in such Demand Registration by all Holders participating therein), Registrable Securities that have an aggregate market value of at least $15 million based on the then-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); providedcurrent market price, however, that if at the Termination Date the Offered Securities are covered by a registrationand

Demand Registration Rights. Within 60 days after receipt of a written request from Holders of at least 50% in interest (i) At any time following the closing of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders purchase and sale of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of Notes contemplated by the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involvedLoan Agreement, the Company shall receive a request (each such request shall be referred to herein as a “Demand Registration”) from the Lender that the Company effect the registration under the Securities Act of the number of Registrable Securities designated by Lender but of not less than 10% of the outstanding Registrable Securities, and specifying the intended method of disposition thereof (which may include a Shelf Registration provided that the Company is eligible to use Rule 415 for the purposes thereof), then the Company shall use its commercially reasonable efforts to effect, as expeditiously as possible, the registration under the Securities Act of all Registrable Securities for which Lender has requested registration under this Section 2(a)(i), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered. At any time prior to the effective date of the registration statement relating to such registration, Lender may revoke such request by providing reasonable written notice to the Company revoking such request. (ii) Demand Registrations pursuant to this Section 2(a) are subject to the last following limitations: (A) The Lender shall be entitled to have a total of two (2) Demand Registrations effected on Form S-1 (including any successor form, “Form S-1”) or Form S-3 (including any successor Form, “Form S-3”) at any time when the Company is eligible to use such form. A Demand Registration effected on Form S-1 shall not reduce the number of available Demand Registrations pursuant to the foregoing sentence of this paragraph) notify all Holders of such request and file if a registration statement with respect thereto does not become effective under the Securities Act and remain effective for at least one hundred eighty (180) days; provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court. (B) Upon notice to the Lender, the Company may postpone effecting a registration pursuant to this Section 2(a) on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding thirty (30) days (which period may not be extended or renewed), if (i) an investment banking firm of recognized national standing shall advise the Company and Lender in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which would be required by the registration during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company. (iii) The Company shall use its reasonable best efforts to cause such registration statement have the Registration Statement declared effective as soon as practicable. The Company shall notify the Lender by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Lender with copies of any related Prospectus to become effective under be used in connection with the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested securities covered thereby. (iv) For not more than twenty (20) consecutive days or for a total of not more than forty-five (45) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be included stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided that the Company shall promptly (a) notify Lender in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of Lender) disclose to Lender any material non-public information giving rise to an Allowed Delay, (b) advise the Lender in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use its reasonable best efforts to terminate an Allowed Delay as promptly as practicable. (v) If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires Lender to be named as an “underwriter”, the Company shall use its best efforts to persuade the SEC that the offering contemplated by the requesting Holders 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 Lender is not an “underwriter”. The Lender shall have the right to participate or have its counsel participate in any other Holders who request inclusion meetings or discussions with the SEC regarding the SEC’s position and to comment or have its counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Lender’s counsel reasonably objects. In the event that, despite the Company’s best efforts and compliance with the terms of Warrants or Warrant Shares within 20 days after this Section 2(a)(v), the SEC refuses to alter its position, the Company has given them notice shall (i) remove from the Registration Statement such portion of the registration Registrable Securities (the "OFFERED SECURITIES"“Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not be obligated agree to comply with the foregoing provisions of this Section 13.1 if name Lender as an “underwriter” in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (without the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness prior written consent of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationLender.

Demand Registration Rights. Within 60 days At any time after receipt the expiration of the Lock-Up Period, so long as the Holder holds Shares anticipated to have an aggregate sale price (net underwriting discounts and 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 from Holders of at least 50% in interest of therefor to the aggregate of Warrants and/or Warrant Shares that Company. Such request shall state the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of Shares to be disposed of and the Warrants and/or Warrant Shares under intended method of disposition of such circumstances that a public offering, within shares by the meaning of Holder. In the Act, will be involvedevent there are multiple Holders, the Company shall (subject give notice to the last sentence of this paragraph) notify all other Holders of the receipt of a request for registration pursuant to this Section 1.1 and such request and file a registration statement Holders shall then have thirty (and 30) days to notify the Company in writing of their desire to participate in the registration. The Company shall 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 the Actwithin ninety (90) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 request by the Holder (File No. 333-26439) (or 120 days in the "EFFECTIVE DATE"event of a “full review” by the Commission). The Company shall not be required (i) use its commercially reasonable best efforts to maintain the effectiveness of the keep such registration statement beyond 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 occur of 120 days after the effective date of extent that registration on Form S-3 is not available to the Holder under this Section 1.1, the Company shall use commercially reasonable efforts to effect such registration statement or on Form S-1 under the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationAct.

Demand Registration Rights. Within 60 days (a) Subject to Section 5.1(b), at any time, and from time to time, (i) after the third anniversary of the Closing or (ii) if the Shareholders’ Voting Power exceeds the Maximum Ownership Percentage as a result of a reduction in the outstanding number of shares of Common Stock (including as a result of any forfeiture of any restricted Common Stock or any share repurchase by the Company) and London, the Shareholders and the Controlled Affiliates are not in material breach of their respective obligations set forth in Section 3.1, Section 4.1 or Section 7.4, in connection with the Transfer of the minimum number of Voting Securities sufficient to cause the Shareholders’ Voting Power to no longer exceed the Maximum Ownership Percentage (such Voting Securities, the “Excess Securities”), one or more of the Shareholders may, by written notice to the Company, request a registration under the Securities Act of, in the case of (i) above, all or part of the Registrable Securities, including any Registrable Securities held by a Controlled Affiliate, or, in the case of (ii) above, that portion of the Registrable Securities that constitute the Excess Securities (a “Demand Registration”); provided, that (A) the registration is for shares of Registrable Securities in the aggregate representing 1% or more of the number of shares of Common Stock outstanding at such time or (B) the reasonably anticipated aggregate offering price of such underwritten registration, before underwriting discounts and commissions, is $5,000,000 or more (the percentage in (A) or the amount in (B), the “Registrable Amount”). Subject to the foregoing, such notice shall specify the aggregate amount of shares of Registrable Securities to be registered pursuant to the Demand Registration and intended method of distribution thereof, including an underwritten public offering. (b) After the Company’s receipt of a Shareholder’s written request from Holders of at least 50% in interest of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that notice requesting a public offering, within the meaning of the Act, will be involvedDemand Registration, the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause file as promptly as reasonably practicable, but subject to Section 5.4, on such registration form for which the Company is eligible under the rules and regulations of the SEC as shall be determined by the Company, including, to the extent permissible, an automatically effective registration statement or an existing effective registration statement filed with the SEC, and shall be reasonably acceptable to the Shareholder. The Company shall use its reasonable best efforts to have such registration statement to become declared effective under as soon as reasonably practicable after receiving a request for a Demand Registration or, if an existing effective registration statement has previously been filed and remains effective that permits the Act) with respect to Demand Registration without the offering and sale or other disposition filing of a new registration statement, the Warrants and/or Warrant Shares Company shall file as soon as reasonably practicable a prospectus supplement covering such number of shares of Registrable Securities as requested by the Shareholders to be included by in the requesting Holders and any other Holders who Demand Registration, subject to Section 5.1(a). The Registration Statement referred to above is hereinafter referred to as a “Demand Registration Statement.” (c) The Shareholders shall be entitled to request inclusion an unlimited amount of Warrants or Warrant Shares within 20 days after Demand Registrations pursuant to Section 5.1(a) until such time as the Company has given them notice of the registration (the "OFFERED SECURITIES")Shareholders Beneficially Own less than a Registrable Amount; provided, however, that the Company shall will not be obligated to comply with effect a Demand Registration or Shelf Underwritten Offering more than twice in any twelve-month period. Except as set forth in Section 5.5, a registration shall not count as one (1) of the foregoing provisions two (2) permitted Demand Registrations and Shelf Underwritten Offerings per twelve-month period until (i) the related Demand Registration Statement has been declared effective by the SEC or, if applicable, the filing of this Section 13.1 if in the opinion of counsel to prospectus supplement, and (ii) unless the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required Demand Registration Statement remains effective for the transfer of the Offered Securities period set forth in the manner proposed by such person or persons, Section 5.1(d). (d) After any Demand Registration Statement filed pursuant to this Agreement has become effective or a post-effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event prospectus supplement has been filed, the Company shall promptly file such post-effective amendment (and use its reasonable best efforts to cause keep such amendment Demand Registration Statement continuously effective for a period of at least ninety (90) days (plus the duration of any Suspension Period) from the date on which the SEC declares such Demand Registration effective or, if applicable, from the date of filing of the prospectus supplement, or such shorter period that shall terminate when all of the Registrable Securities are sold subject to become effective under such Demand Registration Statement in accordance with the Act)). plan of distribution set forth therein. (e) Notwithstanding anything herein to the foregoing, howevercontrary, the Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of the Shareholders participating in such Demand Registration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized investment bank engaged in connection with such Demand Registration) advises the Company, that, in its opinion, the inclusion of all of the securities, including securities of the Company that are not Registrable Securities, sought to be obligated registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to provide more than one effective be sold pursuant thereto, then the Company shall include in such registration statement meeting only such securities as the requirements hereof Company is advised by such underwriter or investment bank can be sold without such adverse effect as follows and in the following order of priority: (i) first, up to the number of Registrable Securities requested to be included in such Demand Registration by the Shareholders, which, in the opinion of the managing underwriter can be sold without adversely affecting the marketability of the offering, pro rata in proportion to the number of Registrable Securities requested to be included in such Demand Registration by such Shareholders or on such basis as such Shareholders may agree among themselves; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included in such registration statement, pro rata on the basis of the number of such other securities requested to be included or such other method determined by the Company. (f) If a requested registration pursuant to this Section 13.1. The 5.1 involves an underwritten offering, the Company may defer shall have the preparation and filing of a registration statement for up right to 90 days after select the request for registration is made if the Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganizationmanaging underwriter, or (ii) the Company is in possession of material inside information concerning the Company or its securitiesmanaging underwriters, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor administer any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE")Demand Registration; provided, howeverthat any such managing underwriter shall be a nationally recognized investment banking firm that is reasonably acceptable to the Shareholders. The Shareholders participating in such Demand Registration shall have the exclusive right to approve the pricing of the Registrable Securities offered pursuant to any Demand Registration, that if at the Termination Date the Offered Securities are covered by a registrationapplicable underwriting discount and other financial terms of any Demand Registration.

Demand Registration Rights. Within 60 days after receipt of (a) If, at any time prior to December 31, 2008, the Company receives a written request from Holders by a holder of at least 50% in interest Registrable Securities who owns more than ten percent of the aggregate of Warrants and/or Warrant Shares that Fully Diluted Common Stock at the Representatives or such Holders time of the Warrants and/or Warrant Shares desire and intend transaction to transfer more than 25% in interest effect the registration under the Securities Act of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involvedRegistrable Securities, the Company shall follow the procedures described in this Section 7.3. Within five (subject to the last sentence 5) days of this paragraph) notify all Holders its receipt of such request request, the Company shall give written notice of such proposed registration (a "Demand Registration") to all holders of Registrable Securities, and file a registration statement (and thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to cause such effect the registration statement to become effective on a form of general use under the Act) with respect Securities Act of the shares it has been requested to register in such initial request and in any response to such notice given to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares Company within 20 days after the Company has given them notice Company's giving of the registration (the "OFFERED SECURITIES")such notice; provided, however, that the Company shall not be obligated required to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide effect more than one effective registration statement meeting the requirements hereof Demand Registration pursuant to this Section 13.1. 7.3. (b) The Company may defer the preparation and filing of not be required to effect a registration statement for up to 90 days after the request for registration is made if the Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from 7.3 during the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 first 180 days after the effective date of the any registration statement filed by the Company under Sections 7.1 or 7.2 hereof if the date on holders of Registrable Securities requesting registration have been afforded the opportunity to register in such registration all or a majority of their Registrable Securities. (c) The Company may include in any registration under this Section 7.3 any other shares of Common Stock (including issued and outstanding shares of stock as to which all the holders thereof have contracted with the Company for "piggyback" registration rights) so long as the inclusion in such registration of such shares will not, in the opinion of the Offered Securities have been sold managing underwriter of the shares of the stockholder or stockholders first demanding registration (if the "TERMINATION DATE"offering is underwritten); provided, however, that if at interfere with the Termination Date successful marketing in accordance with the Offered Securities are covered intended method of sale or other disposition of all the stock sought to be registered by a registrationsuch demanding stockholder or stockholders pursuant to this Section 7.3.

Demand Registration Rights. Within 60 days At any time after receipt the two hundred and seventieth (270th) day following the date ---------------------------- of issuance of this Warrant, when the Warrant Shares are not registered pursuant to an effective registration statement, the Holder may make a written request from Holders for the registration under the Securities Act (a "Demand Registration"), of at least 50% in interest all of the aggregate of Warrants and/or Warrant Shares that (the Representatives or such Holders of the Warrants and/or Warrant Shares desire "Registrable Securities"), and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 effect such Demand Registration as promptly as possible, but in any case within 270 days thereafter. Any request for a Demand Registration shall specify the aggregate number of Registrable Securities proposed to be sold and shall also specify the intended method of disposition thereof. The right to cause a registration of the Registrable Securities under this Section 4(b) shall be limited to one such amendment to become effective under the Act))registration. Notwithstanding the foregoing, howeverIn any registration initiated as a Demand Registration, the Company will pay all of its registration expenses in connection therewith. A Demand Registration shall not be obligated to provide more than one effective counted as a Demand Registration hereunder until the registration statement meeting the requirements hereof filed pursuant to this Section 13.1. The Company may defer the preparation Demand Registration has been declared effective by the Securities and filing Exchange Commission and maintained continuously effective for a period of a at least 3 Years or such shorter period when all Registrable Securities included therein have been sold in accordance with such registration statement, provided, however that any days on which such registration statement for up to 90 days after is not effective or on which the request for registration Holder is made if the Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction not permitted by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company any governmental authority to sell Warrant Shares under such registration statement shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationcount towards such 3 Year period.

Demand Registration Rights. Within The Company covenants and agrees with the Purchaser and any subsequent holders of the Note, the Warrants and/or Warrant Shares that, at any time after the earliest of (i) the Conversion Date, (ii) the date on which the Warrants (or any portion thereof) are exercised, or (iii) the maturity date of the Note, within 60 days after receipt of a written request from Holders of at least 50% in interest of the aggregate of Warrants and/or Warrant Shares that Purchaser (the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved"INITIATING HOLDERS"), the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its commercially reasonable best efforts to cause such registration statement to become effective under the Securities Act) with respect to the offering and sale or other disposition of any number of shares of Common Stock issued upon conversion of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants Note or Warrant Shares within 20 days after the Company has given them notice of the registration or both (all such securities, the "OFFERED DEMAND SECURITIES"); provided, however, PROVIDED that the Company shall not be obligated to comply with the foregoing provisions of may defer its obligations under this Section 13.1 4.1.11(a) for a period of no more than 90 days if in the opinion Company's Board of counsel to the Company reasonably acceptable to the Holder or Holders from whom Directors adopts a resolution that filing such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement would be legally sufficient require a public disclosure by the Company which disclosure would have material adverse consequences for the Company, such transfer (in which latter event as a disclosure regarding a pending material acquisition by the Company; PROVIDED FURTHER that once such information has been publicly disclosed, then the Company shall promptly file such post-effective amendment (and use proceed to fulfill its best efforts to cause such amendment to become effective obligations under the Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that 4.1.11 (ia) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to continuously maintain the effectiveness of the such registration statement beyond for the earlier to occur lesser of 120 (i) 180 days after the effective date of the registration statement or (ii) the date on which all consummation of the Offered distribution by the holders of the Demand Securities have been sold covered by such registration statement (the "TERMINATION DATE"); providedPROVIDED, howeverHOWEVER, that if at the Termination Date Date, the Offered Demand Securities are covered by a registrationregistration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to the Demand Securities for so long as such registration statement (or any subsequent registration statement) remains or is required to remain in effect for any of such other securities. The Company shall not be required to comply with more than two requests for registration pursuant to this Section 4.1.11(a). In addition, the Company shall be required to effect up to three Short-form Registrations at the request of Purchaser. All expenses of such registration shall be borne by the Company, except that underwriting commissions and expenses attributable to the Demand Securities and fees and disbursements of counsel and other advisors (if any) to the Initiating Holders will be borne by such holders requesting that such securities be offered. (a) The right of any other holder to registration pursuant to this Section 4.1.11 (a) shall be conditioned upon such holder's participation in such underwriting and the inclusion of such holder's Demand Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holder with respect to such participation and inclusion) to the extent provided herein. A holder may elect to include in such underwriting all or a part of the Demand Securities he holds. If other holders of registration rights request inclusion in any registration statement pursuant to this Section 4.1.11(a), such holders may be included in the underwriting conditioned on their acceptance of the further applicable provisions of this Section 4.1.11 (a) The Company shall (together with other holders proposed to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with a representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. If the representative advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then securities held by holders other than the Initiating Holders shall be excluded from such registration to the extent so required by such limitation.

Demand Registration Rights. Within 60 At one time, during the period commencing -------------------------- one hundred and eighty one (181) days after the Effective Date and ending thirty (30) days prior to the end of second anniversary of the Effective Date, the Company, after receipt of a written request notice from Holders of at least 50% in interest of the aggregate of Warrants and/or Warrant Shares BCC ("BCC Notice") requesting that the Representatives or such Holders of Company register the Warrants and/or Warrant Shares desire and intend BCC Shares, take the necessary steps required to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (pursuant to the Act, and the Company will use its best reasonable best efforts to cause such registration statement to become effective under the Act) with respect effective, to the offering and sale or other disposition of end that the Warrants and/or Warrant BCC Shares requested to may be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after sold under said Act as promptly as practicable thereafter; provided that BCC shall timely furnish the Company has given them notice of with appropriate information required for the registration (the "OFFERED SECURITIES"); provided, however, that statement as the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if reasonably request in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Companywriting. The Company shall keep such registration statement current for such time until all the BCC Shares are sold, but not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four exceed six (46) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE")months. The Company shall not be supply a reasonable quantity of prospectuses, use its best reasonable efforts to qualify the BCC Shares for sale in New York , Texas, and such other states as reasonably requested by BCC in writing and furnish indemnification in the manner as set forth in Paragraph (3)(C), below. BCC shall timely furnish information required (i) to maintain for the effectiveness registration of the BCC Shares and provide indemnification as set forth in Paragraph (3)(C) below. The registration statement beyond rights in this Paragraph (2)shall expire and be void and of no further effect, unless the earlier Company has received the BCC Notice on or before 30 days prior to occur of 120 days after the effective date end of the registration statement or the date on which all second anniversary of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationEffective Date.

Demand Registration Rights. Within 60 days after receipt (a) From time to time, upon the demand in writing of a written request from Holders one or more Venture Investors or any transferees or assignees of at least 50% in interest such Venture Investors (the "Transferees") to have any or all of the aggregate Conversion Shares (including, for purposes hereof, shares of Warrants Common Stock issued upon conversion of the Preferred Warrant Shares, if and when they are issued) and/or the 1990 Warrant Shares that or the Representatives or such Holders of the Warrants and/or New Warrant Shares desire (if and intend when they are issued) (collectively, the "Warrant Shares" and, together with the Conversion Shares, the "Venture Shares") which they own or have the right to transfer more than 25% in interest of acquire offered to the aggregate number of the Warrants and/or Warrant Shares under such circumstances that public pursuant to a bona fide underwritten public offering, within the meaning of the Act, will be involved, the Company shall give written notice of such demand promptly to all of the Investors and Transferees providing such Investors or Transferees with the opportunity to participate in such demand registration. Such Investors and Transferees shall notify the Company, within fifteen (15) days of receipt of such notice from the Company, whether they desire to have any or all of the Conversion Shares, Warrant Shares or shares of Common Stock (collectively, "Shares") which they own or have the right to acquire, included in such public offering. The right of the Prior Investors to participate in such registration is subject to the last sentence of this paragraph) notify all Holders of such request Section 1(d). The Company will thereafter diligently prepare, file and file process to effectiveness a registration statement under the Securities Act of 1933 (the "1933 Act") (on and use its reasonable best efforts in compliance with such applicable registration forms as may be designated by the Venture Investors or Transferees holding a majority of the Venture Shares to cause be included therein) and any amendments or supplements required to be filed to ensure that such registration statement to become remains effective under the 1933 Act) with respect , to permit the Investors and Transferees or any of them, to offer and sell to the offering and sale or other disposition public the number of the Warrants and/or Warrant Shares requested demanded to be included by registered. The Company shall file the requesting Holders aforesaid registration statement as soon as reasonably practicable, and in any other Holders who event, within forty-five (45) days following receipt of such written request inclusion of Warrants or Warrant Shares within 20 days after if the Company has given them notice previously consummated a public offering of the registration Common Stock, otherwise within ninety (the "OFFERED SECURITIES"); provided, however, that the 90) days following receipt of such written request. The Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 the registration statement to become and remain effective under until the Act)). Notwithstanding earlier of the foregoing, however, sale of all the Company shall not be obligated to provide more than one effective Shares included in the registration statement meeting or the requirements hereof pursuant to this Section 13.1. The Company may defer the preparation and filing expiration of a registration statement for up to 90 one hundred eighty (180) days after the request for registration is made if the Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of thereof. (b) Notwithstanding the Company's Registration Statement on Form S-1 foregoing: (File No. 333-26439i) (the "EFFECTIVE DATE"). The Company shall not be required to comply with the demand for registration pursuant to Section 1(a), unless such demand is for the registration of at least one-third of the total number of Conversion Shares issued under the Stock Purchase Agreement or pursuant to exercise of the Preferred Warrants (if and when issued) and Warrant Shares issued pursuant to exercise of the 1990 Warrants and the New Warrants (if and when issued). (ii) The Company shall not be required to cause a registration statement pursuant to Section 1(a) to become effective prior to sixty (60) days following the effective date of a registration statement initiated by the Company. (c) Subject to any generally applicable blue sky requirements with respect to the allocation of expenses, in the case of (i) the first two demand registrations under this Section 1, (ii) any demand registration in which the Company includes securities to maintain be registered and (iii) any demand registration that can be effected on Form S-3 or any successor form (up to a maximum of two Form S-3 registrations per year), the effectiveness Company shall bear all costs and expenses of the registration statement beyond (and all amendments and supplements thereto) required to effect such registration, including legal, printing, and accounting expenses, and Securities and Exchange Commission ("SEC") filing fees and blue sky fees and expenses, but the earlier Company shall have no obligation to occur pay or otherwise bear any portion of 120 days after the effective date (i) transfer taxes payable on account of the registration statement transfers of the Shares, or (ii) any underwriter's commission, discounts and expenses attributable to the Shares being offered and sold by the Investors or the date on Transferees. A demand registration which all does not become effective or does not result in the registration and sale of at least ninety percent (90%) of the Offered Securities have been sold Venture Shares demanded to be registered by the Venture Investors and Transferees, shall not be deemed a demand registration for purposes hereof. (the "TERMINATION DATE"); providedd) If, however, that if at the Termination Date time of the Offered Securities are covered by first demand registration, the Company has not consummated an underwritten public offering, such demand registration shall be made through an underwriter. If a registrationdemand registration under this Section 1 is to be made through an underwriter, the Venture Investors and Transferees selling a majority of the Venture Shares being sold thereunder shall have the right to designate the lead underwriter. In the event the managing underwriter for such offering and sale advises that the number of shares proposed to be sold in any such offering pursuant to this Section 1 is greater than the number of shares which the underwriter believes feasible to sell at that time, at the price and upon the terms

Demand Registration Rights. Within 60 days after receipt of 1.1 After the date hereof and until the date on which the Subject Stock (defined below) may be sold without any restriction pursuant to Rule 144(k) promulgated under the Securities Act, as amended, if eUniverse shall receive a written request (the "Demand") from Holders of at least 50% in interest of the aggregate of Warrants and/or Warrant Shares T2 that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request eUniverse prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement under the Securities Act of 1933, as amended (the "Securities Act") covering the registration of the Shares (the "Subject Stock"), then eUniverse shall: (A) prepare and use its reasonable best efforts to cause file such registration statement to become effective under the Actwithin 60 days of such Demand, (B) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 the registration statement to be declared effective as soon as possible after the filing thereof, and (C) to keep such amendment to become registration statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Subject Stock covered by such registration statement has been sold or (y) the date on which the Subject Stock may be sold without any restriction pursuant to Rule 144(k) promulgated under the Securities Act)), as such rule may be amended from time to time, as determined by the counsel to eUniverse pursuant to a written opinion letter, addressed to eUniverse's transfer agent to such effect. T2 shall not sell under such registration statement more than the number of shares it would otherwise be permitted to sell under Rule 144, assuming such rule was applicable to any sale made by T2. Notwithstanding anything in this Section 1 to the foregoingcontrary, however, the Company eUniverse shall not be obligated required to provide more than one effective take any action to file a registration statement meeting the requirements hereof pursuant to this Section 13.1. The Company may defer at any time: (i) beginning with the preparation and date of filing by eUniverse of a registration statement for up to 90 days after the request for registration is made if the Companycovering an underwritten firm commitment public offering of eUniverse's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 securities and ending 60 days after the effective date of the any such registration statement or the date on which all of the Offered Securities have been sold statement; or (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationii) after eUniverse has effected one registration pursuant to this Side Agreement.

Demand Registration Rights. Within 60 days after receipt (a) If at any time following one (1) year from the date of a written request from this Agreement the Holders of at least 50% in interest 438,376 shares (as adjusted for stock dividends, mergers, etc.) of the aggregate of Warrants and/or Warrant Shares Registrable Securities ("Initiating Holders") make a written request to the Company that the Representatives or Company effect the registration of such Registrable Securities under the Act, then the Company shall, within 5 business days of the receipt of such request, give written notice of such request to all other Holders, and such notice shall offer the Holders the opportunity to register such number of Registrable Securities as each such Holder may request (a "Demand Registration"). Upon the written request of Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, Registrable Securities received by the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 10 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's delivery of its notice to the Holders as described in this Section, the Company will as promptly as reasonably practicable, but in any event within 30 days of receipt of the initial request, prepare and file with the Commission a registration statement ("Demand Registration Statement") covering such proposed sale of all such Registrable Shares requested to be so registered. The Company will bear all Registration Expenses (as hereinafter defined) in connection with a Demand Registration. The underwriter or underwriters for a requested registration shall be selected by the mutual consent of the Company and C. Berdxx Xxxxxxxx. (b) Subject to paragraph (d) below, the Company will use reasonable efforts to have the Demand Registration Statement on Form S-1 declared effective by the Commission as soon as practicable after the filing thereof and to maintain the effectiveness thereof for 90 days (File No. 333or until all Registrable Shares covered thereby have been sold, if such sales are completed before the end of the 90-26439day period). (c) The Company shall only be required to provide two effective Demand Registrations under this Section 4 and shall not be required to effect a Demand Registration within 12 months of the last Demand Registration. (d) The Company will be entitled to postpone the "EFFECTIVE DATE")filing of the Demand Registration Statement for an aggregate number of days not exceeding 90 days following the effectiveness of a registration statement filed by the Company in connection with an underwritten public offering by the Company of any equity securities within the 60 days preceding the date of the request. The Company shall not be required (i) give prompt written notice to maintain the effectiveness Holders of any such postponement and shall likewise give prompt written notice to the registration statement beyond the earlier to occur Holders of 120 days after the effective date termination of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationsuch postponement.

Demand Registration Rights. Within 60 days (a) Subject to Section 2.1(c), during the term of this Agreement, at any time and from time to time from and after receipt March 28, 2021, the Holder or Holders, as the case may be, of a written request from Holders of at least not less than 50% in interest of the aggregate of Warrants and/or Warrant Shares that Registrable Securities (such Holder or Holders hereinafter referred to in this Schedule A as the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering“Holder”) may, within the meaning of the Act, will be involved, the Company shall (subject to the last sentence limitations of this paragraph) notify Article 2, require the Company to file a Prospectus in any or all Holders of the Qualifying Jurisdictions under applicable Securities Laws and/or a Registration Statement under the U.S. Securities Act, at the election of the Holder, and take such other steps as may be necessary to facilitate a secondary offering in one or more of the Qualifying Jurisdictions and/or the United States, at the election of the Holder, of all or any portion of the Registrable Securities held by the Holder (a “Demand Registration”), by giving written notice of such request Demand Registration to the Company (the “Demand Notice”). (b) The Company shall, subject to the limitations of this Article 2 and applicable Securities Laws, use commercially reasonable efforts to prepare and file an applicable Prospectus under applicable Securities Laws and/or a registration statement (and use its reasonable best efforts to cause such registration statement to become effective Registration Statement under the U.S. Securities Act) with respect , as the Holder may elect, and to take such other steps as may be necessary in order to effect the offering and sale or other disposition Distribution in such of the Warrants Qualifying Jurisdictions and/or Warrant Shares the United States as have been elected by the Holder of the Registrable Securities of the Holder requested to be included by in such Demand Registration. The Parties shall cooperate in a timely manner in connection with any such Distribution and the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration procedures set forth in Section 2.5 shall apply to such Distribution. (the "OFFERED SECURITIES"); provided, however, that the c) The Company shall not be obligated obliged to effect a Demand Registration: (i) within a period of three months after the date of completion of a previous Demand Registration; (ii) unless the Distribution of Registrable Securities would reasonably be expected to result in gross sales proceeds of at least Cdn.$25,000,000; (iii) during a regularly scheduled black-out period in which insiders of the Company are restricted from trading in securities of the Company under the xxxxxxx xxxxxxx policy or any other applicable policy of the Company, except as may be otherwise agreed by the Company and the underwriters managing such offering, each acting reasonably; (iv) if the Company has announced an offering of Common Shares prior to its receipt of the Demand Notice and has provided the Holders with a Piggy- Back Notice with respect thereto in accordance with the terms of this Agreement; (v) if the Company has already effected two (2) Demand Registrations pursuant to Section 2.1(a). For the purposes of this Section 2.1(c)(v), (i) a Demand Registration shall not be considered as having been effected unless all Registrable Securities requested to be sold in the Demand Registration are sold pursuant to a Prospectus in Canada or a Registration Statement in the United States, and for such purpose, if the Holder agrees to sell fewer shares than are originally requested, such Demand Registration shall be considered as having been effected if such fewer number of shares are sold and (ii) a Demand Registration shall be considered as having been effected if (for reasons other than the circumstances contemplated by Section 2.3(c)) the Holder withdraws pursuant to Section 2.3(a) or does not pursue a request for a Demand Registration after: (A) filing a preliminary Prospectus under applicable Securities Laws or a Registration Statement under the U.S. Securities Act, pursuant to which the Registrable Securities are to be Distributed; or (B) the entering into of a binding bought deal letter or an underwriting or agency agreement in connection with the Demand Registration (provided that at such time the Company is in compliance in all material respects with its obligations under this Agreement); or (vi) in the event the Board (with the Holders’ Nominees abstaining) reasonably determines in its good faith judgment that the effect of the filing of a Prospectus or a Registration Statement, as applicable, would either: (A) impede the ability of the Company to consummate a pending or proposed material financing, acquisition, corporate reorganization, merger or other material transaction involving the Company or would have a material adverse effect on the business of the Company and its Subsidiaries (taken as a whole); or (B) there exists at the time material non-public information relating to the Company the disclosure of which would be seriously detrimental to the Company (each of (A) and (B) being, a “Valid Business Reason”), then in either case, the Company’s obligations under this Section 2.1 shall be deferred for a period of not more than four months from the date of receipt of the Demand Notice, provided that there shall be no more than one such deferral in any 12-month period. (d) A Demand Notice shall: (i) specify the number of Registrable Securities that the Holder intends to offer and sell and request that they be qualified for distribution or registered in the Demand Registration; (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, elect the Qualifying Jurisdictions in which such offer will be made and the Prospectus to be filed, and elect whether such offer will be made and the Prospectus and/or Registration Statement is to be filed in Canada only, in the United States or in both countries concurrently; (iv) contain the undertaking of the Holder to provide all such information as may be required in order to permit the Company to comply with all Securities Laws; and (v) specify whether such offer and sale will be made by an underwritten offering. (e) In the foregoing provisions case of an underwritten public offering initiated pursuant to this Section 13.1 2.1, the managing underwriter or underwriters to effect the Distribution in connection with such Demand Registration will be selected by mutual agreement of the Holders and the Company, each acting reasonably. The Company shall have the right to retain counsel of its choice to assist it in fulfilling its obligations under this Article 2. (f) The Company shall be entitled to include Common Shares which are not Registrable Securities in any Demand Registration. Notwithstanding the foregoing, if the managing underwriter or underwriters, acting in good faith, advises the Holder and the Company in writing that, in its or their judgment, the inclusion of the Common Shares to be Distributed by the Company in the opinion Demand Registration should be limited because the number of counsel Common Shares proposed to the Company be distributed may not be sold in an orderly manner within a price range reasonably acceptable to the Holder or Holders from whom such written requests is likely to have been received, registration under an adverse effect on the Act is not required for the transfer successful marketing of the Offered Securities in Distribution, then the manner proposed by such person maximum number of Common Shares that the managing underwriter advises or persons, or a post-effective amendment to an existing registration statement would managing underwriters advise should 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 Act)). Notwithstanding the foregoing, however, the Company shall not Distributed will be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that allocated as follows: (i) first, to the number of Registrable Securities of the Holder requested to be included in such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction Demand Registration; and (ii) second, to the number of Common Shares to be Distributed by the Company, including without limitation a financing or a corporate reorganizationif any, or that may be accommodated in such Distribution. (iig) 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 is agreeing that the terms of any underwriting agreement are satisfactory to it, in possession its reasonable discretion. (h) The Company will give the Holders and their counsel, accountants and other representatives and the underwriter and/or its advisors participating in any Distribution pursuant to a Prospectus and/or Registration Statement the opportunity to participate in the preparation of the Prospectus and/or Registration Statement, and each amendment thereof or supplement thereto, and will permit the underwriter and/or its advisors such access (at such reasonable times) to the financial records, pertinent corporate documents, material inside information concerning contracts and properties of the Company or and its securitiessubsidiaries, disclosure of which would as shall be illegal or have a material adverse effect upon reasonably necessary to enable the Company. The Company shall not be obligated underwriters to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from exercise their due diligence responsibility, and cause the effective date directors, officers and employees of the Company's Registration Statement on Form S-1 (File No. 333-26439) (Company and its subsidiaries to supply all information reasonably requested by the "EFFECTIVE DATE"). The Company shall not be required (i) Holders and such underwriters or their respective counsel, in order to maintain the effectiveness of the registration statement beyond the earlier conduct a reasonable investigation, and subject to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationcustomary confidentiality arrangements.

Demand Registration Rights. Within 60 days after receipt of a (a) Subject to the limitations set out in Section 3.1(b), upon the written request from Holders of at least 50% in interest (the “Demand Notice”) of the aggregate of Warrants and/or Warrant Shares that Shareholders (collectively, the Representatives “Demanding Shareholders”), made at any time and from time to time as long as the Shareholders (and their respective Affiliates and Permitted Transferees) collectively own, control or such Holders direct, directly or indirectly, in the aggregate, 5% or more of the Warrants and/or Warrant then-outstanding Shares desire and intend to transfer more than 25(on a non-diluted basis) (the “5% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involvedOwnership Threshold”), the Company shall (will, subject to the last sentence of this paragraph) notify all Holders of such request Applicable Securities Laws and applicable stock exchange requirements, use Commercially Reasonable Efforts to file a registration statement (Prospectus and use its reasonable best efforts take such other steps as may be reasonably necessary to cause such registration statement to become effective under the Act) with respect to the facilitate an offering and sale in Canada of all or other disposition any portion of the Warrants Shares held by the Demanding Shareholders and/or Warrant any of their respective Affiliates and Permitted Transferees (the “Qualifying Shares”), plus any other Shares requested to be included by in such Public Distribution pursuant to Section 3.1(h) (a “Demand Registration”). The Company and the requesting Holders Demanding Shareholders shall cooperate in a timely manner in connection with any such Public Distribution and any other Holders who request inclusion the procedures in Schedule A of Warrants or Warrant Shares within 20 days after this Agreement shall apply. (b) Notwithstanding Section 3.1(a), the Company has given them notice is obligated to effect not more than two (2) Demand Registrations throughout the term of the registration (the "OFFERED SECURITIES"); providedthis Agreement, however, provided that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if effect a Demand Registration in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer any of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that circumstances set out below: (i) such registration or postduring the period starting 14 calendar days prior to and ending upon the expiry of any black-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by out periods applicable to the Company, including without limitation a financing or a corporate reorganization, or except as may be otherwise agreed by the Company and the underwriters managing such offering; (ii) the Company that is a Demand Registration in possession respect of material inside information concerning the Company or its securities, disclosure Qualifying Shares that would reasonably be expected to result in gross proceeds of which would be illegal or have less than $50 million; (iii) in a material adverse effect upon the Company. The Company shall not be obligated to honor jurisdiction outside any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 provinces and territories of Canada; (File No. 333-26439iv) within ninety (the "EFFECTIVE DATE"). The Company shall not be required 90) days of either (iA) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all a final receipt or an equivalent document is issued in respect of a Prospectus by or on behalf of each applicable Canadian Securities Regulatory Authority or (B) the date on which a Prospectus consisting of a prospectus supplement to a shelf prospectus is filed by the Company for a Public Distribution of Shares (each, an “Underwriters’ Cutback Reference Date”), provided that the Shareholders were provided with the opportunity to participate in a Piggy-Back Registration in accordance with this Agreement in connection with such Public Distribution without an Underwriters’ Cutback in excess of 10% of the Offered Securities have been sold number of Shares of the Shareholders specified in the Piggy-Back Registration; or (v) in the "TERMINATION DATE"event that the Board reasonably determines in its good faith judgement that there is a Valid Business Reason (as defined below) and that it is, therefore, in the best interests of the Company to defer the filing of a Prospectus at such time, in which case the Company’s obligations under this Section 3.1 will be deferred for a period of not more than 90 calendar days from the date of receipt of the Demand Notice; provided that such right of deferral may not be exercised more than once in any one (1) year period. For the purposes of this Section 3.1(b)(v); provided, however, that if at the Termination Date the Offered Securities are covered “Valid Business Reason” means a determination by a registrationmajority of the Board (excluding on such vote any Redecan Directors then affiliated with or related to the Demanding Shareholders) that the effect of the filing of a Prospectus:

Demand Registration Rights. Within 60 days (a) Subject to the provisions of this Section 1.1, at any time after receipt the date hereof, Purchasers may request registration for sale under the Act of a written request from Holders of at least 50% in interest all or part of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders Common Stock, no par value, of the Warrants and/or Warrant Shares desire and intend Company ("Common Stock") then held by Purchasers or issuable to transfer more than 25% in interest Purchasers pursuant to exercise of the aggregate number Warrant of the Warrants and/or Warrant Shares under such circumstances that a public offeringeven date herewith, within the meaning of the Act, will be involved, issued by the Company shall (subject to Purchasers pursuant to the last sentence Purchase Agreement (the "Warrant"). The Company shall thereafter, as expeditiously as practicable, use its best efforts (i) to file with the Securities and Exchange Commission (the "SEC") under the Securities Act of this paragraph) notify all Holders of such request and file 1933, as amended (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 use its reasonable best efforts (ii) to cause such registration statement to become effective be declared effective. The Company shall use its best efforts to cause each offering pursuant to this Section 1.1 to be managed, on 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 demand registration pursuant to this Section 1.1(a). The Company shall not be required to effect a demand registration under the ActAct pursuant to Section 1.1(a) with respect above 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 offering and sale or other disposition Company's receipt of the Warrants and/or Warrant Shares requested such request; (ii) within 180 days prior to be included by the requesting Holders and any other Holders who such request inclusion for registration , a registration of Warrants or Warrant Shares within 20 days after securities of the Company has given them notice been effected in which Purchasers had the right to participate pursuant to Section 1.2 hereof; or (iii) the Board of Directors of the 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 Company, or a merger, reorganization, recapitalization, or similar transaction materially affecting the capital structure or equity ownership of the company, including the transactions set forth in the Letter Agreement dated April 6, 1998 (the "OFFERED SECURITIESLetter Agreement") among the Company, the holders of the Company's Convertible Debentures and the holders of the Company's 11.5% Senior Subordinated Notes due 2000 and an Amendment to Letter Agreement among the same parties dated April 13, 1998 (the "Amendment" and together with the Letter Agreement, the "Amended Letter Agreement"); provided, however, that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, may only delay a demand registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. The Company may defer the preparation and filing of 1.1(b)(iii) for a registration statement for up to period not exceeding 90 days after the request for registration (or until such earlier time as such transaction is made if the Company's board of directors determines in good faith that (i) such registration consummated or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"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. (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 (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 (ito pay expenses under Section 1.4(b) hereof, Purchasers shall be liable to maintain the effectiveness Company for all expenses of such registration specified in Section 1.4(b) hereof in proportion to the number of shares each of the Purchasers shall have requested to be registered, and Purchasers shall not be deemed to have requested a demand registration statement beyond the earlier to occur for purposes of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationSection 1.1(a) hereof.

Demand Registration Rights. Within 60 (a) If the Company shall receive at any time after one hundred and eighty (180) days after receipt 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, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from Holders of at least 50% in interest of either the aggregate of Warrants and/or Warrant Shares MSVP Investors or the J.H. Xxxxxxx Xxxestors that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and 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 Investors at an aggregate price to the public (net of any underwriters' discounts and commissions) of at least Ten Million Dollars ($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) 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 4.7) subject to the limitations of Section 2.1(b), and thereafter to use its reasonable best efforts to cause such the registration statement to become be declared effective under as soon as practicable. (b) If the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of initiating the registration request hereunder (the "OFFERED SECURITIESInitiating Holders"); provided) intend to distribute the Registrable Securities covered by their request by means of an underwriting, however, that they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if include such information in the opinion of counsel written notice referred to in Section 2.1(a). The managing underwriter will be selected by the Company and shall be reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer 50.01% in interest of the Offered Initiating Holders. In such event, the right of any Investor to include his Registrable Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by shall be conditioned upon such Investor's participation in such underwriting and the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession inclusion of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationsuch

Demand Registration Rights. Within 60 days (i) In addition to the registration rights afforded by Section 1(a) above, at any time commencing six months after receipt the closing of the IPO (the "Demand Date"), DSC shall be entitled to demand in writing that the Company effect a written registration under the Securities Act and under such state securities laws as DSC may reasonably request from Holders (provided that the Company shall not be required to 3 consent to general service of process in any jurisdiction where it is not then so subject) in respect of all or part of the Registrable Securities held by DSC, provided that (A) such demand 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 50% in interest of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering$20,000,000, within the meaning of the Act, will be involved, (B) the Company shall (subject not be obligated to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause such registration statement to become effective a registration statement pursuant to this Section 1(b) until a period shall have elapsed from the effective date of the most recent previous registration statement under the Act) Securities Act with respect to the a public offering and sale or other disposition of equity securities of the Warrants and/or Warrant Shares requested Company (a "Prior Public Offering") equal to be included the greater of (1) 120 days and (2) the shortest period of any lockup of shareholders of the Company required by the requesting Holders and any other Holders who request inclusion lead managing underwriter of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration such Prior Public Offering (the "OFFERED SECURITIESHoldback 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 material; provided, further, however, that the foregoing delay shall in no event exceed 120 days. Notwithstanding the foregoing provisions of Section 1(b), the Company shall not be obligated to effect more than three registrations pursuant to this Section 1(b)(i). (ii) At any time after the Demand Date, DSC shall be entitled to demand in writing that the Company effect a registration under the Securities Act of all or part of its Registrable Securities on Form S-3 or any similar short-form ("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 notice is hereinafter referred to as an "S-3 Holder Request"); provided, howeverthat the Company shall be obligated to effect 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 comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the Company shall promptly file such post-effective amendment (and use its reasonable best efforts to cause such amendment to become effective under the Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective a registration statement meeting the requirements hereof pursuant to this Section 13.1. The Company may defer 1(b) until a period equal to the preparation and filing of a registration statement for up to 90 days after the request for registration is made if the Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or Holdback Period shall have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years elapsed from the effective date of the Company's Registration Statement Prior Public Offering. The holders of Registrable Securities will be entitled to request an unlimited number of Short-Form Registrations. After the Company has become subject to the reporting requirements of the Securities Exchange Act of 1934, the Company will use 4 its reasonable best efforts to make Short-Form Registrations on Form S-1 S-3 available for the sale of Registrable Securities. (File No. 333-26439iii) 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 "EFFECTIVE DATE"). 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 to which registration has been so requested by each 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 approval of the Company (which approval shall not be required (i) unreasonably withheld), to maintain select the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationmanaging underwriter for such offering.

Demand Registration Rights. Within 60 days after Upon LaserSight's receipt of a written request from Holders of at least 50% in interest executed by all of the aggregate of Warrants and/or Warrant Shares Shareholders stating that the Representatives or such Holders all of the Warrants and/or Warrant Shares Shareholders desire and intend to transfer more than 25% in interest sell all or a portion of the aggregate number of LaserSight Common Stock then held by the Warrants and/or Warrant Shares under such circumstances that a public offeringShareholders (the "Demand Registration Request"), within the meaning of the ActLaserSight shall, will be involved, the Company shall (subject to the last sentence limitations of this paragraphSection 6.4, (i) notify all Holders of such request promptly file with the Securities and file Exchange Commission ("SEC") a registration statement in compliance with the Securities Act on Form S-3, if available, or such other appropriate registration form promulgated by the SEC as shall be selected by LaserSight if Form S-3 is unavailable registering at least the number of shares of LaserSight Common Stock requested to be registered in the Demand Registration Request, provided that in no event will LaserSight be required to register more than the total number of Patent Closing Shares (as defined in the Patent Purchase Agreement) and Closing Shares (the "Demand Registration Statement"), and (ii) use its all commercially reasonable best efforts to cause such registration statement the Demand Registration Statement to become effective under the Act) with respect Securities Act as soon as reasonably possible after the filing thereof and remain effective for 150 days or such shorter period as may be required if all such LaserSight Common Stock covered by the Demand Registration Statement is sold prior to the offering expiration of such 150-day period. LaserSight shall only be obligated to effect one such registration pursuant to this Section 6.4(a) and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, that the Company LaserSight shall not be obligated to comply with effect such registration after the foregoing provisions first anniversary of the Closing Date (provided that a registration effective on or before such anniversary date shall remain effective for the full 150-day period (or such shorter period as is provided for in this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act6.4(a)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registration.

Demand Registration Rights. Within 60 days (a) Subject to Section 3.1(b), at any time, and from time to time, after receipt the Closing, the Shareholder may, by written notice to the Company, request a registration under the Securities Act of a written request from Holders of at least 50% in interest all or part of the Registrable Securities, including any Registrable Securities held by a Controlled Affiliate (a “Demand Registration”); provided that a valid and effective Shelf Registration Statement shall not be available for the unrestricted (including as to volume, timing, recipients, manner of sale or otherwise that would not be applicable without a valid and effective Registration Statement) sale of such Registrable Securities at such time; and provided, further, that (A) the registration is for shares of Registrable Securities in the aggregate of Warrants and/or Warrant Shares that the Representatives representing one percent (1%) or such Holders more of the Warrants and/or Warrant Shares desire number of shares of Common Stock outstanding at such time, or (B) the reasonably anticipated aggregate offering price of such underwritten registration, before underwriting discounts and intend commissions, is thirty million dollars ($30,000,000) or more (the percentage in (A) or the amount in (B), the “Registrable Amount”). Subject to transfer more than 25% in interest of the foregoing, such notice shall specify the aggregate number amount of shares of Registrable Securities to be registered pursuant to the Warrants and/or Warrant Shares under such circumstances that a Demand Registration and intended method of distribution thereof, including an underwritten public offering, within at the meaning sole discretion of the Act, will Shareholder. The Shareholder agrees to promptly provide the Company with such information in connection with a Demand Registration as may be involvedreasonably requested by the Company to ensure that the Demand Registration Statement complies with the requirements of applicable Law. (b) After the Company’s receipt of the Shareholder’s written notice requesting a Demand Registration, the Company shall (file as promptly as reasonably practicable, but subject to Section 3.4, on such registration form for which the last sentence Company is eligible under the rules and regulations of this paragraph) notify all Holders of such request the SEC as shall be determined by the Company and file a reasonably acceptable to the Shareholder, including, to the extent permissible, an automatically effective registration statement (and or an existing effective registration statement filed with the SEC. The Company shall use its reasonable best efforts to cause have such registration statement to become declared effective under the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who as soon as reasonably practicable after receiving a request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); providedfor a Demand Registration or, however, that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing effective registration statement would be legally sufficient for such transfer (in which latter event has previously been filed and remains effective that permits the Company shall promptly file such post-effective amendment (and use its best efforts to cause such amendment to become effective under Demand Registration without the Act)). Notwithstanding the foregoing, howeverfiling of a new registration statement, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. The Company may defer the preparation and filing file as soon as reasonably practicable a prospectus supplement covering such number of a registration statement for up to 90 days after the request for registration is made if the Company's board shares of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction Registrable Securities as requested by the CompanyShareholder to be included in the Demand Registration, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated subject to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"3.1(a). The Company shall not be required (i) Registration Statement referred to maintain the effectiveness of the registration statement beyond the earlier above is hereinafter referred to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by as a registration“Demand Registration Statement”.

Demand Registration Rights. Within 60 days after receipt of The First Initiating Holders and the Subsequent Initiating Holders may make certain demands on the Company to register all or a written request from Holders of at least 50% in interest part of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend Registrable Securities (each being referred to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that hereinafter as a public offering, within the meaning of the Act, will be involved, the Company shall ("Demand Registration") subject to the last sentence following conditions: (i) following the earlier of February 28, 1997, or the date that is six (6) months after the Initial Public Offering, the First Initiating Holders may make one demand on the Company to register all or a portion of the Registrable Securities -- provided such securities have an aggregate offering price to the public of not less than fifteen million dollars ($15,000,000) and a public offering price per share of not less than $5.00 (as adjusted for changes in the capital structure of the Company by stock split, stock dividend, recapitalization, or the like occurring after the date of this paragraphAgreement) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause such registration statement upon effectiveness being hereinafter referred to become effective under as the Act"First Demand Registration"); (ii) with respect following the First Demand Registration, the Subsequent Initiating Holders may make one demand on the Company to register all or a part of the Registrable Securities having an aggregate offering price to the public of not less than fifteen million dollars ($15,000,000) and a public offering and sale or other disposition price per share of $5.00 (as adjusted for changes in the capital structure of the Warrants and/or Warrant Shares requested to be included Company by stock split, stock dividend, recapitalization, or the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days like occurring after the Company has given them notice date of the this Agreement) (such registration (upon effectiveness being hereinafter referred to as the "OFFERED SECURITIESSecond Demand Registration"); and (iii) at any time after the date of this Agreement, the Subsequent Initiating Holders may make up to six (6) demands on the Company to register all or a part of the Registrable Securities having an aggregate offering price to the public of not less than five hundred thousand dollars ($500,000) on a Form S-3 Registration Statement under the Securities Act ("Form S-3"), if such form is then available to the Company, provided, however, that the Company such demands shall not be obligated made so as to comply with the foregoing provisions of this Section 13.1 if result in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that respect thereof more frequently than once in a six (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registration6)-month period.

Demand Registration Rights. Within 60 days after receipt of a written request from Holders of at least 50% in interest Following the twenty-four (24) month anniversary of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders consummation of the Warrants and/or Warrant Public Offering, Purchaser may request the registration under the Securities Act of all or any portion of its Conversion Shares desire and intend to transfer more than 25% in interest of on Form S-3 or any successor form thereto (each a "Short-Form Registration"). Purchaser’s request for a Short-Form Registration shall specify the aggregate number of the Warrants and/or Warrant Conversion Shares under such circumstances that a public offering, within the meaning of the Act, will to be involved, the registered. The Company shall cause a Registration Statement on Form S-3 (subject or any successor form) to be filed as soon as practicable after the last sentence of this paragraph) notify all Holders of such date on which the initial request is given and file a registration statement (and shall use its reasonable best efforts to cause such registration statement to become effective under the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested Registration Statement to be included declared effective by the requesting Holders Securities and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration Exchange Commission (the "OFFERED SECURITIES"); provided, however, that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that (i“SEC”) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE")as soon as practicable thereafter. The Company shall not be required to effect a Short-Form Registration more than one (1) time for the Purchaser. (i) to maintain Notwithstanding the effectiveness foregoing obligations, if the Company furnishes Purchaser a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement beyond to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the earlier 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 occur comply with requirements under the Securities Act or Securities Exchange Act of 120 1934, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the effective date request of Purchaser is given. (ii) If Purchaser intends to distribute the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are Conversion Shares covered by its request by means of an underwriting, it shall so advise the Company as a registrationpart of its request. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to Purchaser. Purchaser and the Company shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration Rights. Within 60 days (i) Subject to the limitations in Section 2.1.1(ii), at any time and from time to time on or after receipt of the Release Date, one or more Holders (the “Initiating Holder(s)”) may make a written request for the registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any request for a Demand Registration shall specify the number and type of Registrable Securities proposed to be sold, the intended method(s) of distribution thereof and the name(s) of the proposed managing Underwriter(s), if any, of the offering. The Company shall give written notice to all Holders of any request for a Demand Registration (specifying the number and type securities, the intended method(s) of distribution, and the name of any proposed Underwriter(s) of the offering described in the request for such Demand Registration) within five (5) Business Days following the receipt by the Company of such request, and each Holder who wishes to include all or part of its Registrable Securities in such Demand Registration shall give written notice to the Company (specifying the number and type of Registrable Securities to be included therein) within ten (10) Business Days following the receipt by such Holder of notice from the Company. Upon receipt by the Company of notice from such Holder, such Holder shall be entitled to have its Registrable Securities included in the Demand Registration, subject to Section 2.1.3 and the other provisions of this Agreement. (ii) The Demand Registration rights granted in Section 2.1.1(i) to the Holders are subject to the following limitations: (A) the Demand Registration must be initiated by an Initiating Holder or Holders beneficially owning Registrable Securities representing, in the aggregate, a majority-in-interest of the Registrable Securities, (B) each request for a Demand Registration must include, in the aggregate (based on Registrable Securities included in such Demand Registration by all Holders participating therein), Registrable Securities that have an aggregate market value of at least 50% in interest of $15 million based on the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire then-current market price, and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall (subject to the last sentence of this paragraphC) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, that the Company shall not be obligated required to comply effect more than an aggregate of three (3) Demand Registrations or to effect a Demand Registration within ninety (90) days following the date that any Registration Statement with the foregoing provisions of this Section 13.1 if in the opinion of counsel respect to the Company reasonably acceptable sale of any Registrable Securities hereunder is declared or otherwise becomes effective. Notwithstanding anything to the contrary contained herein, no Holder may include all or Holders from whom such written requests have been received, registration under the Act is not required for the transfer part of the Offered its Registrable Securities in a Demand Registration to the manner proposed by extent such person or persons, or a post-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Registrable Securities are covered by a registrationcurrently effective Registration Statement filed with the Commission in connection with a Shelf Registration.

Demand Registration Rights. Within 60 days At any time on or after receipt the date hereof, but not more than twice, the Purchaser, provided the registration rights hereunder with respect to the Purchaser's Shares (which, for purposes of this Section 7.6, means (A) the Shares, (B) any shares of Common Stock acquired or permitted to be acquired pursuant to this Agreement and (C) any shares of Common Stock issued as (or issuable upon the conversion of any warrant, right or other security which is issued as) a written request from Holders of at least 50% dividend or other distribution with respect to or in interest replacement of the Common Stock described in clauses (A) and (B) above) have not lapsed as set forth in Section 7.6(i) hereof, may demand in writing that the Company effect a registration under the Securities Act of all or any portion (but not less than Shares with an aggregate fair market value of Warrants and/or Warrant $1,000,000), of the Shares for the purpose of sale in the manner specified in such demand. Such demand shall also specify the number of Shares that the Representatives or Purchaser wishes to have so registered. The Company shall, within 10 days of receipt of such Holders demand, give written notice of such demand to all other holders of the Warrants and/or Warrant Shares desire and intend Company's securities with contractual rights to transfer more than 25% in interest have such securities registered under the Securities Act. Any such holder may, within 30 days of its receipt of such notice from the aggregate Company, give a written notice (the "Inclusion Notice") to the Company specifying the number of the Warrants and/or Warrant Shares under Company's securities which such circumstances that a public offering, within the meaning of the Act, will be involved, the holder wishes to include in such registration. The Company shall (subject to the last sentence of this paragraph) notify all Holders of such request prepare and file a registration statement (and use its reasonable best efforts to cause such on any available form of registration statement to become effective under statement, for the Act) with respect to the offering and public sale or other disposition of the Warrants and/or Warrant Shares requested and any other securities that are identified in and in accordance with the demand and all Inclusion Notices (such Shares and any other securities to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of in the registration (are referred to collectively as the "OFFERED SECURITIESRegistrable Securities"); provided, however, that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE")as soon as practicable; provided, however, that if at the Termination Date Company shall furnish to the Offered holders of Registrable Securities (including the Purchaser, the "Participating Holders") a certificate signed by the Chairman or 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 for a registration statement to be filed, then the Company's obligation to file a registration statement shall be deferred for a reasonable period not to exceed 180 days from the date of such request. Upon written notice from the Company to the Participating Holders delivered within 30 days of a demand to register Registrable Securities under this Section 7.6(a), the Purchaser's right to demand registration pursuant to this Section 7.6(a) shall be suspended during the period commencing 90 days before the date estimated in writing by the Company to be the date of filing of a registration statement, and ending six months following the effective date (or withdrawal date) of a registration statement, for an underwritten public offering of the Common Stock. All Participating Holders (including the Purchaser) proposing to distribute securities through such registration shall enter into an underwriting agreement with the managing or lead managing underwriter in the form customarily used by such underwriter with such changes thereto as the parties thereto shall agree. If any Participating Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing or lead managing underwriter. Any Registrable Securities so withdrawn from such underwriting shall be withdrawn from such registration. Whenever a registration is demanded pursuant to this Section 7.6(a), unless a managing or lead managing underwriter objects thereto, the Company may include in such registration securities for offering by the Company and any other holder of securities, it being understood, however, that the Company's and such other holder's right of inclusion in such registration shall be subordinate to, and not pari passu with, the rights of the Participating Holders. If the managing underwriter thereof determines that the total number of shares of the Common Stock to be sold in such offering shall be limited due to market conditions or otherwise, the reduction in the total number of shares offered shall be made by first excluding any shares of selling stockholders who are covered not holders of contractual rights to have such shares registered under the Securities Act, then, if necessary, by a registrationreducing the total number of shares to be sold by the Company, and then, if necessary, by excluding pro rata (based on the number of Registrable Securities held) the Registrable Securities to be sold by the Participating Holders.

Demand Registration Rights. Within 60 days after receipt of (a) Upon written notice from a written Stockholder entitled to request from Holders of at least 50% in interest of Registration pursuant to Section 9.1(c) below (the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved“Requesting Stockholder”), the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 effect at the earliest possible date and maintain the registration under the Securities Act of offers and sales of Common Stock by the Requesting Stockholder (and no offers and sales of any other securities by any other person shall be registered with such Common Stock of the Requesting Stockholder without the Requesting Stockholder’s prior consent), its Permitted Transferees and any underwriter with respect to such stock, in accordance with the 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)). Notwithstanding ; provided that if, after a Registration request pursuant to this Section 9.1 has been made, the foregoing, howeveroutside legal counsel of the Company has determined in good faith that the filing of a Registration request would require the disclosure of material information which the Company has a bona fide business purpose for preserving as confidential, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof effect a Registration pursuant to this Section 13.1. The Company may defer 9.1 until the preparation and filing earlier of a registration statement for up (A) the date upon which such material information is disclosed to 90 days after the request for registration is made if the Company's board of directors determines in good faith that (i) such registration public or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganizationceases to be material, or (iiB) 45 days after such outside legal counsel of the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor first makes such good faith determination; provided further that no Requesting Stockholder may request any request to register Warrant Shares such Registration pursuant to this Section 13.1 received later than four 9.1 (4x) years from until at least six (6) months after the effective date anniversary of the Company's closing of the last Registration Statement on Form S-1 and sale of Company securities and (File No. 333-26439y) (unless the "EFFECTIVE DATE")Registrable Securities sought to be registered has a Fair Market Value of at least $2,500,000; provided, however, that the Requesting Stockholder shall not have the right to utilize the services of an underwriter unless the Fair Market Value of the Company Stock to be offered exceeds $20,000,000. The Company shall not be required (iRequesting Stockholder(s) requesting a Registration under this Section 9.1 may, at any time prior to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after 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 9.1, (i) the Requesting Stockholder shall have the right, subject to the penultimate sentence of Section 9.1(a), to designate the managing underwriter(s) and (ii) 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 reasonably requested by the date Requesting Stockholder. If the Requesting Stockholder consents to the inclusion of offers and sales of any other securities in a Registration of Common Stock by the Requesting Stockholder pursuant to this Section 9.1 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. (c) After the occurrence of an IPO Event: (i) the Windward Agent, on which all behalf of the Offered Securities Windward Group, will have been sold the right to request Registration of Company Stock of the Windward Group as a Requesting Stockholder pursuant to this Section 9.1 an aggregate of three (3) times; provided that if the "TERMINATION DATE"Windward Group had elected, pursuant to Section 5.6 hereof, to cause the Company to effect the IPO Event, such election will not be a request for Registration of Company Common Stock for purposes of this Section 9.1(c) hereof; and (ii) Axxxxx Xxxxxxxx, on behalf of the Management Stockholders upon the request of holders of a majority of the shares of Common Stock held by Management Stockholders at such time, will have the right to request Registration of Company Stock of the Management Stockholders pursuant to this Section 9.1 an aggregate of two (2) times; provided, that, prior to such time the Windward Group shall have effected one Registration pursuant to Section 9.1(c)(i); provided, howeverfurther, that if in the event Axxxxx Xxxxxxxx, on behalf of the Management Stockholders, requests Registration pursuant to this Section 9.1(c)(ii), the Company shall notify the Windward Agent in writing of such request and the Windward Agent may elect, in its sole discretion (the “Windward Election”), within 15 days of receipt of such written notice, to request Registration pursuant to Section 9.1(c)(i) in which case the Windward Group shall be treated as a Requesting Stockholder for purposes of such Registration and the Management Shareholders shall not be treated as Requesting Stockholders for purposes of such Registration (and such Registration request shall not be counted with respect to the Management Shareholders for purposes of the preceding sentence), however the Windward Agent shall only be allowed to make one Windward Election and after such election may no longer make a Windward Election unless the requested Registration pursuant to the Windward Election is not deemed effective (as set forth below) in which case such election shall not be deemed to be the Windward Election; provided further that any Registration requested by any Requesting Stockholder pursuant to this Section 9.1 shall not be deemed to have been effected (and, therefore, not requested for purposes of this Section 9.1(c)), (i) 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 Termination Date request of such Requesting Stockholder unless the Offered Securities are covered Requesting Stockholder shall have elected to pay all Registration Expenses in connection with such registration, (ii) 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 or (iii) if the closing pursuant to the purchase agreement or underwriting agreement entered into in connection with such Registration does not occur. Any Registration effected pursuant to Section 9.2 shall not be deemed to have been requested by a registrationRequesting Stockholder for purposes of this Section 9.1(c).

Demand Registration Rights. Within 60 days (a) If the Company shall receive, at any time commencing after receipt of November 22, 1998 a written request from the Initiating Holders with respect to the Registrable Securities that the Company file a registration statement under the 1933 Act covering the registration of at least 5040% in interest of the Registrable Securities then outstanding (or any lesser percentage if the anticipated aggregate offering price, net of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire underwriting discounts and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offeringcommissions, within the meaning of the Act, will be involvedwould exceed $1,000,000), the Company shall (promptly give written notice of such request to all Holders and shall as soon as practicable, subject to the last sentence limitations of this paragraphSection 2, 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 of any other Holder or Holders who so request by notice to the Company which is given within 15 days after the notice from the Company described above; provided, however, that (i) notify all Holders in no event shall the Company be required to effect a registration of such Registrable Securities if the anticipated aggregate offering price, net of underwriting discounts and commissions, would be less than $1,000,000, and (ii) only Cornerstone Fund I, L.L.C. ("Cornerstone") has the right to request and the Company to file a registration statement (and under the 1933 Act for an initial public offering of the Common Stock of the Company. Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a cer tificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company for a registration statement to be filed in the near future, then the Company's obligation to use its reasonable best efforts to cause such file a registration statement shall be deferred for a period not to become effective under the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES")exceed 120 days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. (b) If the Initiating Holders intend to dis tribute the Registrable Securities covered by their re quest 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 informa tion 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 obligated conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless oth erwise mutually agreed by a majority in interest of the Initiating Holders, by the underwriter, by the Company, and by such Holder) to comply the extent provided herein. (c) All Holders proposing to distribute their securities through such underwriting (together with the foregoing provisions Company as provided in Section 4(e)) shall enter into an underwriting agreement in customary form with the repre sentative of this Section 13.1 if the underwriter or underwriters selected for such underwriting by a majority in interest of the opinion of counsel to the Company Initiating Holders and reasonably acceptable to the Holder or Com pany. Notwithstanding any other provisions of this Sec tion 2, if the underwriter advises the Initiating Holders from whom such written requests have been received, registration under the Act is not required for the transfer in writing that marketing factors require a limitation of the Offered Securities number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities. Any reduction in the manner proposed number of shares of Registrable Securities included in the registration and underwriting shall be borne (i) first, by the Founding Managers who are then employees of the Company, pro rata based on the number of shares, if any, for which registration was requested by such Holders, and (ii) second, by other Holders of Registrable Securities including any Founding Managers who are not then employees of the Company, pro rata based on the number of shares, if any, for which registration was requested by such Holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person or personsmay elect to withdraw therefrom by written notice to the Company, or a post-effective amendment the underwriter and, unless otherwise provided, the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to an existing registration statement 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 Act)). Notwithstanding the foregoing, howeverunderwritten, the Company shall may include its securities for its own account in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Company is obligated to provide more than one effective registration statement meeting effect only three demand registrations for the requirements hereof Holders pursuant to this Section 13.12. The A registration will not count as one of the three demand registrations until such registration has become effective. If the Company qualifies to file a Form S-2 or S-3 or any similar short-form registration ("Short-Form Registration") covering the registration of the Registrable Securities for which registration was requested, the Company may defer elect to register such Registrable Securities on a Short-Form Registration and such Short-Form Registration shall be in satisfaction of the preparation and filing of a Holders' demand registration statement for up to 90 days after the request for registration is made if the Company's board of directors determines in good faith that rights. (ie) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the effect a demand registration statement beyond the earlier to occur of 120 within 180 days after the effective date of a previous demand registration or a previous registration in which the holders of Registrable Securities were given piggy-back registration statement or rights pursuant to Section 3 hereof and in which there was no reduction in the date on which all number of Registrable Securities requested to be included. (f) After the Company has become subject to the reporting requirements of the Offered Securities have been sold Exchange Act of 1934, as amended (the "TERMINATION DATE1934 Act"); provided, however, that if at the Termination Date Company will use reasonable efforts to make Short-Form Registrations available for the Offered sale of Registrable Securities are covered by a registrationbut shall not be obligated to do so.

Demand Registration Rights. Within 60 days after receipt of a Upon the written request from Holders (the "Request") of at least 50% such Stockholder having such rights that the Company register under the Securities Act any or all shares of Stock or Equity Securities then held by such Stockholder, the Company will include such shares in a registration statement on Form S-1, Form S-2 or Form S-3 (or any equivalent form), and use its best efforts to register such shares, under the Securities Act (a "Demand Registration Right"). A majority in interest of the aggregate Purchasers shall have two Demand Registration Rights with respect to the registration of Warrants and/or Warrant Shares that the Representatives or such Holders shares of the Warrants and/or Warrant Shares desire Form S-1 and intend to transfer more than 25% twenty percent in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company Purchasers shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Act) have two Demand Registration Rights with respect to the registration of shares on Form S-3 at any time after the Company becomes eligible to use Form S-3. A Demand Registration Right may not be exercised unless the managing underwriter or underwriters, if any, or the Purchasers exercising such Demand Registration Rights, if the offering and sale or other disposition is not underwritten, advise the Company that the anticipated aggregate offering price of the Warrants and/or Warrant Shares shares of Common Stock to be sold by the Purchasers exercising such Demand Registration Rights is at least $10,000,000. The Company will promptly give written notice of such requested registration to all other Stockholders and thereupon will use its best efforts to effect the registration under the Securities Act of (i) the shares of Stock or Equity Securities, which the Company has been so requested to be included by register, for disposition in accordance with the requesting Holders intended method of disposition stated in such request; and any (ii) all other Holders who request inclusion Common Stock, the holders of Warrants or Warrant Shares which shall have, within 20 days after the receipt of such written notice from the Company, made written request (which notice shall specify the intended method of disposition thereof) to the Company has given them notice for registration thereof, all to the extent required to permit the disposition (in accordance with the intended method thereof as aforesaid) by all such holders of the registration (the "OFFERED SECURITIES")securities so to be registered; provided, however, that the Company shall not be obligated to comply with the foregoing provisions of effect any such registration pursuant to this Section 13.1 if in the opinion of counsel 4.02 at any time prior to the Company reasonably acceptable to date six months following the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer consummation of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act))Company's initial public offering. Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. The Company may defer the preparation and filing effective date of such Demand Registration Right for a registration statement for period of up to 90 180 days after from the request for registration is made date of its receipt of exercise of the Demand Registration Right or such shorter period provided below, if the Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with at the time of the exercise of the Demand Registration Right, the Company is engaged in a proposed or pending material transaction by or has an undisclosed material corporate development, which in either case, would be required to be disclosed under the Companyfederal securities laws in the registration statement, including without limitation a financing or a corporate reorganization, or and (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness Board of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, Directors has made a good faith determination that if making such disclosure at the Termination Date the Offered Securities are covered by a registrationsuch time would materially adversely affect

Demand Registration Rights. Within 60 days after receipt of a Upon written request from Holders by holders of Registrable Securities representing in the aggregate at least 50% in interest 25 percent of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate total number of Registrable Securities that have not been registered under the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Securities Act, will be involved, the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 effect the registration under the Act))Securities Act and registration or qualification under all applicable state securities laws of the Registrable Securities, as requested by the holders of Registrable Securities, all as provided in the following provisions of this Section 9. Notwithstanding the foregoing, however, Holders of Registrable Securities may require the Company shall not be obligated to provide effect no more than one effective registration statement meeting two registrations under the requirements hereof Securities Act, in the aggregate, upon the request of the holders of Registrable Securities pursuant to this Section 13.19.1. The Company may defer Except as set forth in Section 9.6 below, any registration which is not declared effective pursuant to the preparation and filing Securities Act or which does not remain effective as required by Section 9.5(a) below shall not constitute one of a registration statement for up to 90 days after the request for registration is made if the Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) two registrations which the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse obligated to effect upon the Companypursuant to this Section 9.1. The Company shall not be obligated to honor take any request action to register Warrant Shares effect any such registration, qualification or compliance pursuant to this Section 13.1 received later than four 9.1, (4a) years from in any particular jurisdiction in which the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not 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, (b) prior to the earlier of: (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days January 31, 2002 or (ii) twelve months after the effective date of the registration statement or pertaining to the date on which all first Public Offering of securities of the Offered Securities have been sold Company for its own account (the "TERMINATION DATEInitial Public Offering") (other than a registration relating solely to a Rule 145 transaction or a registration relating solely to employee benefit plans); provided, however(c) during the 180 day period commencing with the effective date of a Public Offering, that (d) if at the Termination Date time of the Offered request to register Registrable Securities are covered the Company gives notice within 30 days of such request that it is engaged or has fixed plans to engage within 30 days of the time of the request in a Public Offering as to which the Holders may include Registrable Securities pursuant to Section 9.3 hereof, (e) where aggregate gross proceeds would be less than $10,000,000, or (f) for so long as the Company has not previously registered its shares of Common Stock pursuant to Section 13 or Section 15(d) of the Exchange Act, if the Company shall furnish to the initiating holders 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 not be in the best interests of the Company and its stockholders for such registration statement to be filed and it is therefore appropriate to defer the filing of such registration statement, in which case the Company may direct that such request for registration be delayed for a registrationperiod not in excess of 120 days, such right to delay a request to be exercised by the Company not more than once in any 12-month period.

Demand Registration Rights. Within 60 (a) If the Company shall receive, at any time after December 31, 2001, and 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), a written request from the Investors holding greater than Fifty Percent (50%) of the Registrable Securities then 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 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 Investors initiating the registration request hereunder ("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 2. (d) Notwithstanding the foregoing, if the Company shall furnish to Investors requesting a registration statement pursuant to this Section 2.1 a certificate signed by the 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 Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of a written the request from Holders of at least 50% in interest of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES")Initiating Holders; provided, however, that the Company shall may not be obligated to comply with the foregoing utilize this right more than once in any twelve (12) month period. (e) Notwithstanding any other provisions of this Section 13.1 if in the opinion of counsel 2 to the contrary, if the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer advised in writing in good faith by any managing underwriter of the Offered Securities Company's securities being offered in the manner proposed by an underwritten public offering pursuant to such person or persons, or a post-effective amendment to an existing registration statement would that the amount to be legally sufficient for such transfer (in which latter event sold by persons other than the Company shall promptly file such post-effective amendment (and use its best efforts to cause such amendment to become effective under collectively, "Selling Stockholders") is greater than the Act)). Notwithstanding amount which can be offered without adversely affecting the foregoing, howeveroffering, 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, further, that the shares to be excluded shall not be obligated to provide more than one effective registration statement meeting determined in the requirements hereof pursuant to this Section 13.1. The Company may defer the preparation and filing following order of a registration statement for up to 90 days after the request for registration is made if the Company's board of directors determines in good faith that priority: (i) first, securities held by any Persons not having any such contractual, incidental registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Companyrights, including without limitation a financing or a corporate reorganization, or (ii) second, securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement and (iii) third, Registrable Securities held by the Company is Investors (such Registrable Securities to be excluded pro rata based on the number of Registrable Securities requested to be registered by each Investor); provided that in possession no event shall the amount of material inside information concerning Registrable Securities of the Company or its securitiesselling 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, disclosure except that the number of which would Registrable Securities to be illegal or have a material adverse effect upon included by them in such offering may be reduced below twenty percent (20%) of the Company. 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 honor effect, or to take any request action to register Warrant Shares effect, any registration pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required 2.1: (i) After the Company has effected two registrations pursuant to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities this Section 2.1 and such registrations have been sold (the "TERMINATION DATE")declared or ordered effective; provided, however, that if the Company will not be deemed to have effected a registration for purposes of this Section 2.1(f)(i) so long as the Initiating Holders are unable to sell at least Thirty Percent (30%) of the Termination Date Registrable Securities sought to be included in such registration statement; (ii) During the Offered 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 (iii) If the Investors propose to dispose of shares of Registrable Securities are covered by that may be immediately registered on Form S-3 pursuant to a registrationrequest made pursuant to Section 2.9 below.

Demand Registration Rights. Within 60 a. If, at any time following the three (3) month anniversary of the date of Amendment No. 1, Pride shall not have any remaining Underlying Shares available for resale pursuant to the Registration Statement and shall not be permitted to otherwise sell the Conversion Shares underlying the Second Additional Principal Amount (such Conversion Shares, the “Second Additional Conversion Shares”) pursuant to Rule 144 without volume limitation, then the Company, upon written demand of Pride, agrees to use its commercially best efforts to register under the Securities Act all or any portion of the Second Additional Conversion Shares as requested by Pride. Upon receipt of such demand, the Company will use its commercially best efforts to file a registration statement covering the Second Additional Conversion Shares within thirty calendar days after receipt of a written request from Holders of at least 50% in interest of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (demand notice and use its reasonable commercially best efforts to cause have such registration statement to become declared effective under as soon as possible thereafter. The demand notice shall specify the Act) with respect to the offering and sale or other disposition number of the Warrants and/or Warrant Second Additional Conversion Shares requested proposed to be included sold by Pride and the requesting Holders intended method(s) of distribution thereof. b. Pride acknowledges and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, agrees that the Company shall not be obligated permitted to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing include on any demand registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof filed pursuant to this Section 13.1. The Company may defer for resale by Xxxxx Xxxx such number of shares equal to one-third (1/3) of the preparation and filing of a registration statement for up to 90 days after the request Second Additional Conversion Shares that were included in Pride’s written demand for registration is made if the Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. pursuant to this Section. c. The Company shall not be obligated to honor any request effect more than two (2) demand registrations per calendar year, with no demand registrations required to register Warrant Shares pursuant to be effected within three (3) months of a previously effected demand registration, under this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationSection.

Demand Registration Rights. Within 60 At any time during the sixty (60) days after receipt of period commencing on the Closing Date, Sellers may make a written request from Holders of at least 50% in interest for registration of the aggregate of Warrants and/or Warrant Ordinary Shares that the Representatives or such Holders issuable upon conversion of the Warrants and/or Warrant Preferred Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIESConversion Stock") under the U.S. Securities Act of 1933, as amended (the "Act") (a "Demand Registration"); provided, however, that the Company Purchaser -------- shall not be obligated required to comply with effect more than one Demand Registration at the foregoing provisions request of this Section 13.1 if Sellers. The request for a Demand Registration shall specify the number of shares of Conversion Stock proposed to be sold, the intended method of disposition thereof and the jurisdictions in the opinion of counsel which registration is desired. Upon a request for a Demand Registration, Purchaser shall promptly take such steps as are necessary or appropriate to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required prepare for the transfer registration of the Offered Securities in the manner proposed by such person or persons, or Conversion Stock to be registered. A registration shall not constitute a post-Demand Registration until it has become effective amendment to an existing registration statement would be legally sufficient and remains continuously effective for such transfer (in which latter event the Company not less than 90 days. Purchaser shall promptly file such post-effective amendment (and use its best efforts to cause any such amendment Demand Registration to become effective under the Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more later than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. The Company may defer the preparation and filing of a registration statement for up to 90 days after the it receives such a request under this section 6 a.. In any registration initiated as a Demand Registration, Purchaser shall pay all expenses in connection therewith, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for registration is made if the Company's board Purchaser, accountants' expenses (including, without limitation, any special audits or "comfort" letters incidental to or required by any such registration), other than any fees or disbursements of directors determines in good faith that underwriters customarily paid by issuers or sellers of securities (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"underwriting discounts and commissions). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registration.

Demand Registration Rights. Within 60 If at any time after January 1, 2008 during which there is no effective registration statement relating to the Shares, the Company shall be requested in writing by the Holders holding at least a majority of the Shares to effect the registration under the Securities Act of the Shares, the Company shall, as expeditiously as possible, use commercially reasonable efforts to effect the registration, on a form of general use under the Securities Act, of all Shares which the Company has been requested to register. The Company shall not be obligated to cause to become effective more than one registration statement pursuant to which Shares are registered under this Section 14.3(b). Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration under this Section 14.3(b) 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 detrimental to the Company and its shareholders 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 more than 90 days after receipt of a written the request from Holders of at least 50% in interest of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES")Holders; provided, however, that the Company shall may not be obligated to comply with the foregoing provisions of utilize this Section 13.1 if right more than once in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a postany 12-effective amendment to an existing registration statement 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 Act))month period. Notwithstanding the foregoing, howeverIn addition, the Company shall not be obligated to provide more than one effective effect, or to take any action to effect, any registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that 14.3(b): (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere During the period starting with a proposed or pending material transaction by the date 30 days prior to the Company, including without limitation a financing or a corporate reorganization, or (ii) ’s good faith estimate of the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement filing of, and ending on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of a date 120 days after the effective date of, a registration subject to Section 14.3(a) hereto; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to be filed and thereafter to become effective; or (ii) If the Holders propose to dispose of Shares in the registration statement that may be immediately registered or the date that are registered on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by Form S-3 pursuant to a registrationrequest made pursuant to Section 14.2 above.

Demand Registration Rights. Within 60 days At any time (i)(a) after receipt of the Shelf Registration Statement is no longer effective or (b) a written request from Holders of at least 50% in interest suspension of the aggregate Holder's rights as provided in Section 4(a) exceeds ninety (90) days, and (ii) upon the affirmative vote of Warrants and/or Warrant Shares that the Representatives or such Holders no less than a majority of the Warrants and/or Warrant Shares desire issued and intend outstanding (excluding treasury stock) Registrable Securities owned by the Holders at that time (such group of holders the "Majority Holders") and (iii) provided the aggregate fair market value (to transfer more than 25% in interest of be calculated as the aggregate number of shares to be subject to an offering multiplied by the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning average closing sales price of the ActCommon Stock during the twenty trading days prior to the applicable date) of the Registrable Securities to be subject to such requested registration shall equal at least $3 million dollars as of the date of the notice delivered by the Majority Holders to the Company requesting such Demand Registration Statement under this Section 2(b), will then the Holders shall have the right to request the Company to prepare and file one or more registration statements (a "DEMAND REGISTRATION STATEMENT") covering the Registrable Securities; PROVIDED HOWEVER, if the requested registration pursuant to this Section 2(b) involves a syndicated underwritten offering that contemplates a "road show," which requires the Company's executive officers to accompany the underwriters with their sales efforts, then the aggregate fair market value (to be involvedcalculated as the aggregate number of shares to be subject to an offering multiplied by the average closing sales price of the Common Stock during the twenty trading days prior to the applicable date) of the Registrable Securities to be subject to such requested registration shall equal at least $5 million dollars as of the date of the notice delivered by the Majority Holders to the Company requesting such Demand Registration Statement under this Section 2(b). The Company covenants and agrees with Purchaser that, upon written request of such Holders made pursuant to this Section 2(b) (which request shall state the number of Registrable Securities to be so registered and the intended method of distribution thereof), the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause such registration statement to become effective file a Demand Registration Statement under the Securities Act) with respect , to the offering and extent necessary to permit their sale or other disposition in accordance with the intended method of distribution specified in the Warrants and/or Warrant Shares requested to be included by the requesting request of such Holders. The Majority Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, may demand in writing that the Company shall list, not be obligated to comply with earlier than one year following the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, howeverdate hereof, the Company shall not be obligated to provide more than one effective registration statement meeting Registrable Securities on the requirements hereof pursuant to this Section 13.1. 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 principal exchange on which the Company's board securities are then listed if so permitted by applicable law and the regulations of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationexchange.

Demand Registration Rights. Within 60 days after receipt So long as the Holder holds Warrant Shares (or Warrants exercisable for Warrant Shares) anticipated to have an aggregate sale price (net underwriting discounts and 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 Warrant 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 Warrant Shares, by delivering a written request from Holders therefor to the Company. Such request shall state the number of at least 50% in interest of the aggregate of Warrants and/or Warrant Shares that to be disposed of and the Representatives or intended method of disposition of such Holders of shares by the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of Holder. In the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involvedevent there are multiple Holders, the Company shall (subject give notice to the last sentence of this paragraph) notify all other Holders of the receipt of a request for registration pursuant to this Section 8.2 and such request and file a registration statement Holders shall then have thirty (and 30) days to notify the Company in writing of their desire to participate in the registration. The Company shall 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 the Actwithin ninety (90) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 13.1. 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 Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 request by the Holder (File No. 333-26439) (or 120 days in the "EFFECTIVE DATE"event of a “full review” by the SEC). The Company shall not be required (i) use its commercially reasonable best efforts to maintain the effectiveness of the keep such registration statement beyond 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 occur of 120 days after the effective date of extent that registration on Form S-3 is not available to the Holder under this Section 8.2, the Company shall use commercially reasonable efforts to effect such registration statement or on Form S-1 under the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationAct.

Demand Registration Rights. Within 60 a. If, at any time following the three (3) month anniversary of the date of this Agreement, Pride shall not have any remaining Underlying Shares available for resale pursuant to the Registration Statement and shall not be permitted to otherwise sell the Conversion Shares underlying the Additional Principal Amount (such Conversion Shares, the “Additional Conversion Shares”) pursuant to Rule 144 without volume limitation, then the Company, upon written demand of Pride, agrees to use its commercially best efforts to register under the Securities Act all or any portion of the Additional Conversion Shares as requested by Pride. Upon receipt of such demand, the Company will use its commercially best efforts to file a registration statement covering the Additional Conversion Shares within thirty calendar days after receipt of a written request from Holders of at least 50% in interest of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (demand notice and use its reasonable commercially best efforts to cause have such registration statement to become declared effective under as soon as possible thereafter. The demand notice shall specify the Act) with respect to the offering and sale or other disposition number of the Warrants and/or Warrant Additional Conversion Shares requested proposed to be included sold by Pride and the requesting Holders intended method(s) of distribution thereof. b. Pride acknowledges and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, agrees that the Company shall not be obligated permitted to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing include on any demand registration statement 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 Act)). Notwithstanding the foregoing, however, the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof filed pursuant to this Section 13.1. The Company may defer for resale by Xxxxx Xxxx such number of shares equal to one-third (1/3) of the preparation and filing of a registration statement for up to 90 days after the request Additional Conversion Shares that were included in Pride’s written demand for registration is made if the Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. pursuant to this Section. c. The Company shall not be obligated to honor any request effect more than two (2) demand registrations per calendar year, with no demand registrations required to register Warrant Shares pursuant to be effected within three (3) months of a previously effected demand registration, under this Section 13.1 received later than four (4) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE"); provided, however, that if at the Termination Date the Offered Securities are covered by a registrationSection.

Demand Registration Rights. Within 60 days At any time after receipt the earlier to occur of a -------------------------- March 1, 2001 or six months after consummation of an Initial Public Offering, upon written request from Holders by the holders of Preferred Registrable Securities holding in the aggregate at least 5030% in interest of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate total number of Preferred Registrable Securities that have not been registered under the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Securities Act, will be involved, the Company shall (subject to the last sentence of this paragraph) notify all Holders of such request and file a registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, that the Company shall not be obligated to comply with the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement 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 effect the registration under the Act))Securities Act and registration or qualification under all applicable state securities laws of the Preferred Registrable Securities, as requested by the holders of Preferred Registrable Securities, all as provided in the following provisions of this Section 8. Notwithstanding the foregoing, however, Holders of Preferred Registrable Securities may require the Company shall not be obligated to provide effect no more than one effective registration statement meeting four registrations under the requirements hereof Securities Act, in the aggregate, upon the request of the holders of Preferred Registrable Securities pursuant to this Section 13.18.1(a). The Company may defer Any registration which is not declared effective pursuant to the preparation Securities Act and filing which does not remain effective as required by Section 8.5(a) below shall not constitute one of a registration statement for up to 90 days after the request for registration is made if the Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) two registrations which the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Company. The Company shall not be obligated to honor any request to register Warrant Shares effect pursuant to this Section 13.1 received later than four (4) years from 8.1. A request by a holder of Shares to have the effective date Company effect the registration of Preferred Registrable Securities shall not obligate the holder of Shares to convert them into Common Stock, whether or not the registration of the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company Preferred Registrable Securities shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Securities have been sold (the "TERMINATION DATE")become effective; provided, however, that if at -------- shares of Preferred Stock are automatically converted into Preferred Registrable Securities immediately prior to the Termination Date closing of the Offered sale of such Preferred Registrable Securities are covered by a pursuant to such registration.

Demand Registration Rights. Within 60 days after receipt of a 2.2.1 Upon the written request from Holders of Purchasers holding at least 50% in interest that number of Special Shares equal to 29 one-half of the aggregate Special Shares to have any or all of Warrants and/or Warrant their Special Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involvedregistered, the Company shall (subject to the last sentence of this paragraph) notify all Holders will give written notice of such request promptly to all other Purchasers and thereafter diligently prepare, file with the Securities and Exchange Commission (the "SEC") and process to effectiveness a registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and use its reasonable best efforts any amendments or supplements required to cause make such registration statement effective, to become effective under permit the Act) with respect Purchasers, or any of them, to offer and sell to the offering and sale or other disposition public the number of the Warrants and/or Warrant Special Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided, however, that the registered. The Company shall not be obligated to comply with file the foregoing provisions of this Section 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities in the manner proposed by such person or persons, or a post-effective amendment to an existing aforesaid registration statement 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 Act)). Notwithstanding the foregoingas soon as reasonably practicable, provided, however, the Company shall not be obligated required to provide more cause its financial statements for any period ending on a date other than one effective registration statement meeting the requirements hereof pursuant last day of its fiscal year to this Section 13.1. 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 Company's board of directors determines in good faith that (i) such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending material transaction by the Company, including without limitation a financing or a corporate reorganization, or (ii) the Company is in possession of material inside information concerning the Company or its securities, disclosure of which would be illegal or have a material adverse effect upon the Companyaudited. The Company shall not use its best efforts to cause said registration statement to become effective. Any such filing, subject only to the availability of such financial statements, shall in any event be obligated to honor any request to register Warrant Shares pursuant to this Section 13.1 made within 90 days after such notification is received later than four (4) years from the effective date of by the Company's Registration Statement on Form S-1 (File No. 333-26439) (the "EFFECTIVE DATE"). The Company . 2.2.2 At any time which shall not be required (i) more than six months subsequent to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or filed by the date on which all Company pursuant to Section 2.2.1 hereof, upon written request of Purchasers holding at least one-half of the Offered Securities have been sold (Special Shares remaining after giving affect to the "TERMINATION DATE")provisions of Section 2.2.1, the Company will give written notice of such request promptly to all other Purchasers and thereafter file with the SEC and process to effectiveness a registration statement under the 1933 Act, and any amendments or supplements required to make such registration effective, to permit the Purchasers, or any of them, to offer and sell to the public the number of Special Shares requested to be registered. The Company shall file the aforesaid registration statement as soon as reasonably practicable; provided, however, the Company shall not be required to cause its financial statements for any period ending on a date other than the last day of its fiscal year to be audited. Any such filing, subject only to the availability of such financial statements, shall in any event be made within 90 days after such notification is received by the Company. 2.2.3 If the Purchasers propose that their offering under Section 2.2.1 or Section 2.2.2 hereof be made through an underwriter, the Board of Directors of the Company, by vote of a majority thereof, shall have the right to designate the lead underwriter, such designation to be made within 45 days of the date at which the Purchasers shall 30 have requested a registration statement pursuant to this Section 2.2, and such designation shall be subject to the approval of the majority in interest of such Purchasers, which approval shall not be unreasonably withheld. The Company shall file any amendments of or supplements to any registration statement and otherwise use its best efforts to insure that such registration statement remains in effect under the 1933 Act until the earlier of the sale of all of the Special Shares included in the registration or the expiration of 90 days from the effective date thereof. Except as may be modified by this Section 2, the Company shall be obligated to register the Special Shares under the 1933 Act by reason of this Section 2.2 on two occasions only, provided such registration statements have become effective under the 1933 Act. In the event the underwriter selected by the Company for such offering and sale advises that the number of shares proposed to be sold by any person (including the Company) other than the Purchasers, and the Purchasers, is greater than the number of shares which the underwriter believes feasible to sell at that time, then the number of shares which the underwriter believes may be sold shall be allocated in proportion to the number of shares proposed for inclusion in the registration statement in the following order: (i) the Purchasers, and (ii) any remaining balance among such persons (including the Company) who desire to have such shares registered. 2.2.4 Notwithstanding the foregoing, if the Company has never sold any of its shares in a public offering, and if Purchasers have exercised "demand" registration rights pursuant to this Section 2.2, then the Company may elect to register its shares for its own account and to take priority over all other persons who wish to have their shares registered pursuant to the exercise of "demand" registration rights. In that event, the exercise by the Purchasers of "demand" registration rights will be deemed to have been rescinded and restored to the Purchasers, the Purchasers shall continue to have the right to exercise such "demand" registration rights in the future; and the Purchasers, at their option, may continue to have their Special Shares included in the Termination Date registration statement in accordance with and subject to Section 2.3 hereof. 2.2.5 Notwithstanding the Offered Securities are covered foregoing, if the preparation of a registration statement has commenced pursuant to a request under Sections 2.2.1 or 2.2.2 and any or all of the Purchasers requesting such registration thereafter elects to postpone effecting or not to effect such registration, the Company shall only be required to 31 proceed (i) if the remaining Purchasers who had requested registration still hold not less than one-half of the number of shares required to request a registration or (ii) within 30 days of election by one or more Purchasers to postpone effecting, or not to effect, such registration, but not more than 60 days from the date the Company shall have first received such request, other persons who shall be holders of the Common Stock of the Company (whether or not such persons shall be Purchasers) who had not been parties to the original request, then request or theretofore have requested such registration, provided that such persons who had requested registration and whose request had not been withdrawn together hold not less than one-half or said number of Special Shares required to request a registration.