Common use of Demand Registration Statement Clause in Contracts

Demand Registration Statement. If for any reason the Company ceases to be eligible to register the Registrable Shares on the Shelf Registration Statement following the date hereof or the Shelf Registration Statement is not available for resale of the Registrable Shares after the expiration of the Lock-Up Period, subject to the Company’s timely receipt of the Required Information from the Participating Holders as contemplated by Section 2.03(c) and subject to Section 2.02(a) and Article III hereof, (i) at any time during the Demand Registration Period, the Participating Holders owning and proposing to register Registrable Shares representing, in the aggregate, at least $5,000,000 as of such time may by notice (a “Demand Notice”) to the Company request that the Company file a Demand Registration Statement and (ii) upon such request, the Company shall as soon as practicable, and in any event within the later of thirty (30) days after the date such Demand Notice is given by the Participating Holder or ten (10) days after the Participating Holders have provided the Required Information to the Company, file a Demand Registration Statement under the Securities Act covering the Registrable Shares that the Participating Holders request be included in such Registration Statement. The Company shall use its reasonable best efforts to cause such Demand Registration Statement to become effective as soon as practicable and remain effective until all Registrable Shares included in such Registration Statement are sold. A previous participation in any registrations effected by the Company pursuant to Section 2.01(g) will not affect the Participating Holder’s registration rights under clause (i) above; provided that Participating Holders may not make any demand pursuant to clause (i) above if a Registration Statement is in effect for such Participating Holder’s Registrable Shares pursuant to a previous demand under such clause (i). The Company shall not be obligated to effect, or to take any action to effect, any Registration Statement pursuant to this Section 2.01(e) during the period that ends on a date that is ninety (90) days after the effective date of a Company-initiated registration of Common Stock, provided that the Company shall use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable thereafter.

Demand Registration Statement. If for any reason the Company ceases to be eligible to register the Registrable Shares on the Shelf Registration Statement following the date hereof or the Shelf Registration Statement is not available for resale of the Registrable Shares after the expiration of the Lock-Up Period, subject Subject to the Company’s timely receipt terms and conditions of the Required Information from the Participating Holders as contemplated by this Agreement (including Section 2.03(c) and subject to Section 2.02(a) and Article III hereof2(b)(iii)), (i) at any time during and from time to time after the Demand Registration PeriodEffective Date, upon written notice to the Participating Holders owning and proposing to register Registrable Shares representing, in the aggregate, at least $5,000,000 as of such time may by notice Company (a “Demand Notice”) to delivered by a Holder who is at the Company request time a Ten Percent Holder (the “Initiating Holder”) at any time requesting that the Company file effect the registration (a “Demand Registration Statement and Registration”) under the Securities Act (iiother than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) upon of any or all of the Registrable Securities held by such requestHolder, the Company shall as soon as practicable, and promptly (but in any event within event, not later than five (5) Business Days following the later Company’s receipt of thirty (30such Demand Notice) days after give written notice of the date receipt of such Demand Notice is given by the Participating Holder or ten to all other Holders that, to its knowledge, hold Registrable Securities (10) days after the Participating Holders have provided the Required Information to the Companyeach, file a “Demand Registration Statement under the Securities Act covering the Registrable Shares that the Participating Holders request be included in such Registration Statement. The Company shall use its reasonable best efforts to cause such Demand Registration Statement to become effective as soon as practicable and remain effective until all Registrable Shares included in such Registration Statement are sold. A previous participation in any registrations effected by the Company pursuant to Section 2.01(g) will not affect the Participating Eligible Holder’s registration rights under clause (i) above; provided that Participating Holders may not make any demand pursuant to clause (i) above if a Registration Statement is in effect for such Participating Holder’s Registrable Shares pursuant to a previous demand under such clause (i”). The Company shall not be obligated promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (1) the Registrable Securities which the Company has been so requested to register by the Initiating Holders in the Demand Notice, (2) all other Registrable Securities of the same class or series as those requested to take be registered by the Initiating Holder which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within ten (10) Business Days after the giving of such written notice by the Company, and (3) any action Registrable Securities to effectbe offered and sold by the Company, in each case subject to Section 2(b)(v), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to this Section 2.01(e2(a) during the period that ends on or (y) has a date that is ninety (90) days after the currently effective date of a Company-initiated registration of Common Stock, provided that the Company shall use its reasonable best efforts to cause such Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to become effective as soon as practicable thereafterthis Agreement.

Demand Registration Statement. If for any reason (a) The Demand Registration Statement shall be on Form S-3 (except if the Company ceases to be is not then eligible to register for resale the Registrable Shares Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by the Shelf Registration Statement following the date hereof or the Shelf Registration Statement is not available for resale Holders of a majority of the then-outstanding Registrable Shares after Securities) substantially the expiration “Plan of the Lock-Up Period, subject Distribution” attached hereto as Annex A. Subject to the Company’s timely receipt terms of the Required Information from the Participating Holders as contemplated by Section 2.03(c) and subject to Section 2.02(a) and Article III hereof, (i) at any time during the Demand Registration Period, the Participating Holders owning and proposing to register Registrable Shares representing, in the aggregate, at least $5,000,000 as of such time may by notice (a “Demand Notice”) to the Company request that the Company file a Demand Registration Statement and (ii) upon such requestthis Agreement, the Company shall as soon as practicable, and in any event within use its best efforts to cause the later of thirty (30) days after the date such Demand Notice is given by the Participating Holder or ten (10) days after the Participating Holders have provided the Required Information to the Company, file a Demand Registration Statement to be declared effective under the Securities Act covering as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Shares Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(b)(ii), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). For clarity, the Company shall not be required to maintain the effectiveness, or file another Registration Statement hereunder with respect to any Registrable Securities that may be sold pursuant to Rule 144(b)(ii) (or successor thereto) promulgated under the Securities Act without regard to volume and manner of sale limitations. The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Participating Holders request Company telephonically confirms effectiveness with the Commission, which shall be included in the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall use its reasonable best efforts to cause such be deemed an Event under Section 2(b). (b) If: (i) the Demand Registration Statement is not filed on or prior to become effective as soon as practicable and remain effective until all Registrable Shares included in such its Filing Date (if the Company files the Demand Registration Statement are sold. A previous participation in any registrations effected without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company pursuant shall be deemed to Section 2.01(g) will have not affect the Participating Holder’s registration rights under clause (i) above; provided that Participating Holders may not make any demand pursuant to clause (i) above if a Registration Statement is in effect for such Participating Holder’s Registrable Shares pursuant to a previous demand under such satisfied this clause (i). The ), or (ii) the Company shall fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be obligated “reviewed” or will not be subject to effectfurther review, or (iii) prior to take any action the effective date of a Registration Statement, the Company fails to effect, any file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) as to, in the aggregate among all Holders on a pro-rata basis based on their purchase of the Securities pursuant to this Section 2.01(ethe Purchase Agreement, a Registration Statement registering for resale of all of the Initial Shares is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) during the period that ends on a date that is ninety (90) days after the effective date of a Company-initiated registration of Common StockRegistration Statement, provided that the Company shall use its reasonable best efforts to cause such Registration Statement ceases for any reason to become remain continuously effective as soon to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during the Effectiveness Period, then the Holders may exercise any and all such rights as practicable thereafterthey may have hereunder or under applicable law.

Demand Registration Statement. If for any reason the Company ceases (a) Except as provided in Section 1.3, a registration requested pursuant to Section 1.2 shall be eligible to register the Registrable Shares on the Shelf Registration Statement following the date hereof or the Shelf Registration Statement is not available for resale of the Registrable Shares after the expiration of the Lock-Up Period, subject to effected by the Company’s timely receipt filing of a registration statement under the Required Information from Securities Act on a form selected by the Participating Company and reasonably agreed to by the requesting Principal Holder or Holders as contemplated by Section 2.03(c) and subject to Section 2.02(a) and Article III hereof(such registration statement, (i) at any time during the Demand Registration Period, the Participating Holders owning and proposing to register Registrable Shares representing, in the aggregate, at least $5,000,000 as of such time may by notice (a “Demand NoticeRegistration Statement”) ). Upon receipt of a request for registration pursuant to the Company request that the Company file a Demand Registration Statement and (ii) upon such requestSection 1.2, the Company shall prepare and as soon as practicable, and but in any event within the later of thirty (30) days after the date such Demand Notice is given by the Participating Holder or ten (10) days after the Participating Holders have provided the Required Information to the Company60 days, file with the Commission, a Demand Registration Statement under the Securities Act covering with respect to the Registrable Shares that Securities for which registration has been requested, and shall make all required filings with the Participating Holders request be included in such Registration Statement. The Company shall NASD and use its reasonable best efforts to cause such Demand Registration Statement to become effective as soon as practicable and remain effective until all Registrable Shares included in such Registration Statement are sold. A previous participation in any registrations effected by practicable. (b) Notwithstanding the foregoing, the Company shall be entitled to postpone for a reasonable period of time, not to exceed 180 days from the date of its receipt of a request pursuant to Section 2.01(g) will not affect 1.2, the Participating Holder’s registration rights under clause filing or effectiveness of any Demand Registration Statement if: (i) abovethe Board, in its reasonable judgment and in good faith, resolves that (A) the filing of a Demand Registration Statement or a sale of Registrable Securities pursuant thereto would materially adversely affect or interfere with any proposed or pending material financing, acquisition, corporation reorganization or other material transaction or the conduct or outcome of any litigation that may have a material adverse effect on the Company and its subsidiaries, taken as a whole, or (B) the filing of a Demand Registration Statement or a sale of Registrable Securities pursuant thereto would require disclosure of material information that the Company has a bona fide, reasonable business purpose for preserving as confidential; and (ii) the Company gives the Principal Holders requesting registration pursuant to Section 1.2 written notice of such postponement, setting forth the duration of such postponement and, if requested by such Principal Holders, the reason therefor; provided that Participating Holders may the recipient of such notice expressly agrees to keep such information confidential and not make any demand pursuant to clause (i) above if a Registration Statement is use such information in effect for violation of the federal securities laws, and that such Participating Holderpostponement shall extend only so long as, in the Board’s Registrable Shares pursuant reasonable, good faith judgment, the conditions giving rise to a previous demand under such clause (i). The Company shall not be obligated postponement continue to effect, or to take any action to effect, any Registration Statement pursuant to this Section 2.01(e) during the period that ends on a date that is ninety (90) days after the effective date of a Company-initiated registration of Common Stock, provided that the Company shall use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable thereafterapply.

Demand Registration Statement. If for The Holder(s) of Registrable Shares having an estimated offering price of $2.5 million or more (the "Requisite Holders") may at any reason time, by delivery of written notice to the Company, request that the Company ceases to be eligible to register the Registrable Shares on the Shelf Registration Statement following the date hereof offer and sale of all or the Shelf Registration Statement is not available for resale a portion of the Registrable Shares after held by such Holders under the expiration of the Lock-Up PeriodSecurities Act and register or qualify under applicable securities laws, and, subject to the Company’s timely receipt provisions of this Agreement, the Company shall effect such demand registration promptly; PROVIDED, HOWEVER, that the Company shall have no obligation under this Section 2(b) if the sale of the Required Information from Registrable Shares by the Participating Holders as contemplated by Section 2.03(c) and subject is then covered under any other registration statement (including, pursuant to Section 2.02(a2(a) and Article III hereof, ) that includes such shares on a continuing basis. Each notice to the Company delivered pursuant to the preceding paragraph shall set forth (i) at any time during the Demand Registration Period, names of the Participating Requisite Holders owning requesting registration ("Demanding Holders") and proposing the number of shares to register Registrable Shares representing, in the aggregate, at least $5,000,000 as of such time may be sold by notice (a “Demand Notice”) to the Company request that the Company file a Demand Registration Statement each and (ii) upon such request, the Company shall as soon as practicable, and in any event within the later proposed manner of thirty (30) days after the date such Demand Notice is given by the Participating Holder or sale. Within ten (10) days after receipt of notice from the Participating Demanding Holders, the Company shall notify all Holders who are not Demanding Holders and offer to them the opportunity to include their shares in such registration. Each such Holder shall have provided the Required Information 20 days following delivery of such notice to elect, by notice to the Company, file a Demand Registration Statement under the Securities Act covering the Registrable Shares that the Participating Holders request be included in to have such Registration Statement. The Company shall use its reasonable best efforts to cause such Demand Registration Statement to become effective as soon as practicable and remain effective until all Holder's Registrable Shares included in such Registration Statement are soldregistration. The maximum number of such demands under this Section 2(b) shall be two (2). A previous participation in any registrations effected demand registration will not count as a demand registration hereunder unless it is declared effective by the Company pursuant to Section 2.01(g) will not affect the Participating Holder’s registration rights under clause (i) above; provided that Participating Holders may not make any demand pursuant to clause (i) above if a Registration Statement is in effect SEC and remains effective for such Participating Holder’s Registrable Shares pursuant to a previous demand under such clause (i). The Company shall not be obligated to effect, or to take any action to effect, any Registration Statement pursuant to this Section 2.01(e) during the period that ends on a date that is at least ninety (90) days after or such shorter period which shall terminate when all of the effective date Registrable Shares covered by such demand registration have been sold pursuant to such demand registration; PROVIDED, HOWEVER, that in the event a registration statement is withdrawn at the request of the Demanding Holders, such Demanding Holders will forfeit the demand registration rights granted pursuant to this Section 2(b). These rights are in addition to, and shall not limit, the registration rights of the Holders of Registrable Shares granted pursuant to Section 2(a) hereunder. Except as expressly provided in this Section 2(b), no holder of Company securities shall be entitled to participate in a registration under this Section 2(b). If the managing underwriter of an underwritten offering under this Section 2(b) advises the Company in writing that in its opinion the number of shares requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration only the number of shares which in the opinion of such underwriter can be sold. If the number of shares which can be sold is less than the number of shares proposed to be registered, the amount to be so registered shall be allocated pro rata among the Holders of Registrable Shares desiring to participate in such registration. If any of the Registrable Shares covered by a demand registration are to be sold in an underwritten offering, the Demanding Holders shall have the right to select the managing underwriter(s) to administer the offering, subject to the approval of the Holders of a Company-initiated registration majority in interest of Common Stockthe Registrable Shares to be included therein, provided that the Company which approvals shall use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable thereafternot be unreasonably withheld.

Demand Registration Statement. If for (a) If, at any reason time after the earlier of the date that (A) is the twenty-four (24)-month anniversary of the Closing Date and (B) (i) with respect to PTC, the Board does not contain an individual designated by PTC, or (ii) with respect to Petrichor, Petrichor is not entitled to appoint an Observer pursuant to the terms of the Board Observer Agreement, such Board Observer Agreement has been terminated by the Company or Petrichor, or Petrichor shall otherwise cease to appoint an Observer (provided, however, that Petrichor shall not be entitled to demand registration rights under this Section 7.1 until the date which is nine (9) months following the First Closing Date in the event that the Board Observer Agreement is terminated by Petrichor, or Petrichor otherwise ceases to be eligible to register the Registrable Shares on the Shelf appoint an Observer), there is not an effective Registration Statement following covering the date hereof or the Shelf Registration Statement is not available for resale of all of the Registrable Shares after the expiration of the Lock-Up PeriodSecurities, subject to the Company’s timely receipt of the Required Information from the Participating Holders as contemplated by Section 2.03(c) and subject to Section 2.02(a) and Article III hereof, (i) at any time during the Demand Registration Period, the Participating Holders owning and proposing to register Registrable Shares representing, in the aggregate, at least $5,000,000 as of such time Investor may by provide a notice (a the “Demand Notice”) to the Company request requesting that the Company file a Registration Statement with respect to all or a portion of the Registrable Securities held by such Investor as specified in such notice (a “Demand Registration Statement and Statement”). Within five (ii5) upon such requestTrading Days of the Company’s receipt of a Demand Notice from any Investor, the Company shall as soon as practicable, and in any event within deliver written notice to each of the later other Holders of thirty (30) days after the date its receipt of such Demand Notice is given (a “Demand Receipt Notice”), which Demand Receipt Notice shall inform each such Holder of its rights to include its Registrable Securities in the applicable Demand Registration Statement. Any Holder shall have the right to include all or any portion of such Investor’s Registrable Securities in such Demand Registration Statement by delivering the Participating Holder or Company written notice of such election (an “Election Notice”) within ten (10) days Trading Days following such Holder’s receipt of the applicable Demand Receipt Notice. Following the Company’s receipt of a Demand Notice from an Investor, the Company shall use its best efforts to expeditiously effect the registration of all of the Registrable Securities of such Investor and each of the other Holders requested to be included therein in the Demand Notice and all Election Notices for an offering to be made on a delayed or continuous basis pursuant to Rule 415 by the Filing Date. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be, at the election of the Investor that shall have delivered the applicable Demand Notice, on Form S-1 or another appropriate form for such purpose) and shall contain a plan of distribution description and selling stockholder information description as mutually agreed by the Company and the Holders that shall have elected to include their Registrable Securities in such registration; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. If the Company is a “well known seasoned issuer” (as defined in Rule 405) as of the date the Registration Statement is filed with the SEC, such Registration Statement shall be an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act). Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the Participating Holders filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have provided been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the Required Information requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the CompanyCompany pursuant to a written opinion letter to such effect, file addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall notify the Holders via facsimile or by e-mail of the effectiveness of a Demand Registration Statement under by 9:00 a.m. (New York time) on the Securities Act covering Trading Day immediately following the Registrable Shares that the Participating Holders request be included in effective date of such Registration Statement. The Company shall, by 9:30 a.m. (New York time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 7.1(h). Each Investor shall be entitled to deliver Demand Notices hereunder with respect to an unlimited number of Demand Registration Statements until such time as such Investor beneficially owns less than a Registrable Amount. (b) Notwithstanding the registration obligations set forth in Section 7.1(a), if the staff of the SEC informs the Company that all of the Registrable Securities requested to be included in a Demand Registration Statement cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the staff of the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 7.2; provided, however, that prior to filing such amendment, the Company shall use diligent efforts to advocate with the staff of the SEC for the registration of all of the Registrable Securities in accordance with SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) The Company shall not include in any Demand Registration Statement any securities which are not Registrable Securities without the prior written consent of each of the Investors. (d) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 7.1(h), if the staff of the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the staff of the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its reasonable Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) first, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and (ii) second, the Company shall reduce the Registrable Securities by removing such portion of the Registrable Securities and/or agreeing to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (it being acknowledged that, in the event that the SEC requires a general cutback in the number of Registrable Securities included thereunder, such cutback shall be implemented among the Holders on a pro rata basis based upon the number of Registrable Securities each such Holder requested to include therein). In the event of a cutback hereunder, the Company shall give the applicable Holders at least five (5) Trading Days prior written notice along with the calculations as to such Holders’ allotment. In the event the Company amends the Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the SEC, as promptly as allowed by the staff of the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended. (e) The Company may not cause such Demand Registration Statement 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 promulgated by the SEC pursuant to the Securities Act is applicable) to become effective within one hundred twenty (120) days following the effective date of any Registration Statement required pursuant to this Section 7.1. (f) If Form S-3 is not available for the registration of the resale of all Registrable Securities hereunder, the Company shall (i) register the resale of all Registrable Securities on another appropriate form and (ii) undertake to register all Registrable Securities on Form S-3 as soon as practicable and remain effective such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering all Registrable Shares included in such Registration Statement are sold. A previous participation in any registrations effected Securities has been declared effective by the SEC. (g) Notwithstanding anything to the contrary contained herein, in no event shall the Company pursuant be permitted to Section 2.01(gname any Holder or an Affiliate of any Holder as any “underwriter” without the prior written consent of such Holder. (h) will not affect the Participating Holder’s registration rights under clause If: (i) above; provided that Participating Holders may not make any demand pursuant to clause (i) above if a Registration Statement subject to Section 7.1(a) is in effect for such Participating Holder’s Registrable Shares pursuant not filed on or prior to a previous demand under such the applicable Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 7.3(a) herein, the Company shall be deemed to have not satisfied this clause (i). The ), or (ii) the Company shall fails to file with the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be obligated “reviewed” or will not be subject to effectfurther review, or (iii) prior to take any action the effective date of a Registration Statement, the Company fails to effect, any file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Registration Statement pursuant within ten (10) calendar days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to this Section 2.01(ebe declared effective, or (iv) during a Registration Statement registering for resale all of the period that ends on a date that Registrable Securities is ninety not declared effective by the SEC by the Effectiveness Date of the Registration Statement, or (90v) days after the effective date of a Company-initiated registration Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of Common Stockfifteen (15) calendar days (which need not be consecutive calendar days) during any twelve (12)-month period (any such failure or breach being referred to as an “Event”, provided that and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall use its reasonable best efforts pay to cause each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of two percent (2.0%) multiplied by the aggregate initial principal amount of all Notes purchased by such Holder hereunder. If the Company fails to pay any partial liquidated damages pursuant to this Section 7.1(h) in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per year (or such lesser maximum amount that is permitted to be paid by applicable law) to the applicable Holders, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding anything to the contrary contained herein, any partial liquidated damages under this Section 7.1(h) shall cease to accrue on the six (6)-month anniversary or such later date as of which all Registrable Securities may be transferred without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144; and provided, further, that partial liquidated damages under this Section 7.1(h) shall only be calculated based on the amount of Registrable Securities not otherwise included in an effective Registration Statement to become effective as soon as practicable of any applicable Event Date and any applicable monthly anniversary thereafter. The Company hereby acknowledges and agrees that the provisions of the immediately preceding sentence shall not limit any liquidated damages provisions contained elsewhere in this Agreement or in any other Transaction Document.

Demand Registration Statement. If for any reason the Company ceases to be eligible to register the Registrable Shares on the Shelf Registration Statement following the date hereof or the Shelf Registration Statement is not available for resale of the Registrable Shares after the expiration of the Lock-Up Period, subject to the Company’s timely receipt of the Required Information from the Participating Holders as contemplated by Section 2.03(c) and subject to Section 2.02(a) and Article III hereof, (i) Subject to this Section 2(b), at any time during after the Demand six (6)-month anniversary of the effective date of the Initial Registration PeriodStatement, the Participating Holders owning and proposing to register of 66.67% or more of the Remainder Registrable Shares representing, in Securities (the aggregate, at least $5,000,000 as of such time may by notice (a “Demand NoticeInitiating Holders”) may deliver to the Company a written request (each, an “Initiating Holder Request”) that the Company file a Registration Statement (each, a “Demand Registration Statement”) covering the resale of at least 25% of the Remainder Registrable Securities, or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, if any, would exceed $1,000,000. Within twenty (20) calendar days after the receipt of an Initiating Holder Request, the Company shall give written notice (the “Company Notice”) of its receipt of the Initiating Holder Request to all Holders of Remainder Registrable Securities that are not Initiating Holders (each, a “Remaining Holder”). On or before the 20th calendar day after the date of a Company Notice, any Remaining Holder may deliver to the Company a written request (each, a “Remaining Holder Request”) that all or any portion of such Holder’s Remainder Registrable Securities be included in the Demand Registration Statement described in the applicable Company Notice. All Initiating Holder Requests and Remaining Holder Requests shall set forth the name(s) of the Holder(s) submitting the request, the number of Remainder Registrable Securities requested to be registered by the applicable Demand Registration Statement and the intended method(s) of distribution thereof (iiincluding, without limitation, with respect to each Initiating Holder Request, whether such Initiating Holders intend to distribute the Remainder Registrable Securities covered by such Initiating Holder Request by means of an underwriting). If the Company receives an Initiating Holder Request in accordance with this Section 2(b)(i) upon such requestand subject to the other provisions of this Section 2(b), then, on or prior to the applicable Filing Deadline, the Company shall as soon as practicableprepare and file with the Commission a Registration Statement (the “Demand Registration Statement”) covering the resale of the Requested Registrable Securities. Notwithstanding anything to the contrary herein, and the Company shall be entitled to include in any event within the later of thirty (30) days after the date such Demand Notice is given by the Participating Holder or ten (10) days after the Participating Holders have provided the Required Information to the Company, file a Demand Registration Statement under filed pursuant to this Section 2(b) additional securities to be sold for the Company’s own account or for the account of Persons who are not Holders of Registrable Securities. (ii) If the Initiating Holders indicate in an Initiating Holder Request that they intend to distribute the Remainder Registrable Securities Act covering covered by such request by means of an underwriting, then the right of any Remaining Holder to include its Requested Registrable Securities in such registration shall be conditioned upon such Remaining Holder’s participation in such underwriting and the inclusion of such Remaining Holder’s Requested Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriter or underwriters shall be reasonably acceptable to the Company in its sole discretion. Notwithstanding any other provision of this Section 2(b), if the underwriter advises the Company that marketing or other factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto and, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered by the Demand Registration Statement shall be reduced among the Holders on a pro rata basis based on the number of Requested Registrable Securities held by such Holders (including the Initiating Holders); provided that no Registrable Securities shall be excluded unless and until all other securities of the Company sought to be included on such Demand Registration Statement have been excluded; provided further that at least 50% of the Registrable Shares that the Participating Holders request Securities requested to be included in such underwriting are in fact so included. Any Registrable Securities excluded from such underwriting pursuant to this Section 2(b)(ii) shall be withdrawn from the registration and the Company shall have no obligation to include such Registrable Securities in the applicable Demand Registration Statement. The Company shall use its reasonable best efforts . (iii) Notwithstanding anything to cause such Demand Registration Statement to become effective as soon as practicable and remain effective until all Registrable Shares included in such Registration Statement are sold. A previous participation in any registrations effected by the Company pursuant to Section 2.01(g) will not affect contrary set forth herein, the Participating Holder’s registration rights under clause (i) above; provided that Participating Holders may not make any demand pursuant to clause (i) above if a Registration Statement is in effect for such Participating Holder’s Registrable Shares pursuant to a previous demand under such clause (i). The Company shall not be obligated required to effect, or to take any action to effect, any file a Demand Registration Statement pursuant to this Section 2.01(e2(b): (1) during the period that ends on a date that is ninety (90) days after the Company has filed three (3) Demand Registration Statements and each such Demand Registration Statement has been declared effective date by the Commission; (2) if the Company has filed the Initial Registration Statement or a Demand Registration Statement within the preceding six (6) months and such Registration Statement has been declared effective by the Commission; or (3) if the Company furnishes to the Holders requesting a Demand Registration Statement a certificate approved by the Chief Executive Officer or Chief Financial Officer of a the Company and signed by an officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company-initiated , it would be seriously detrimental to the Company and its stockholders for such registration of Common Stockto be effected at such time, provided that in which event the Company shall use its reasonable best efforts have the right to cause defer such filing for a period of not more than 120 calendar days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company on only one (1) occasion during each twelve (12) consecutive month period. (iv) In the event the Company amends, in accordance with Section 2(c), the last Demand Registration Statement requested and required to become effective be filed pursuant to this Section 2(b), the Company shall have no obligation to file with the Commission any additional registration statement(s) to register for resale those Subject Shares that were not registered for resale on the Initial Registration Statement or any Demand Registration Statement, as soon as practicable thereafterso amended (such unregistered Subject Shares, the “Remainder Shares”).

Demand Registration Statement. If for any reason the Company ceases to be eligible to register the Registrable Shares on the Shelf Registration Statement following the date hereof or the Shelf Registration Statement is not available for resale of the Registrable Shares after the expiration of the Lock-Up Period, subject Subject to the Company’s timely receipt terms and conditions of the Required Information from the Participating Holders as contemplated by this Agreement (including Section 2.03(c) and subject to Section 2.02(a) and Article III hereof2(b)(iii)), (i) at any time during and from time to time after the Demand Registration PeriodEffective Date, upon written notice to the Participating Holders owning and proposing to register Registrable Shares representing, in the aggregate, at least $5,000,000 as of such time may by notice Company (a “Demand Notice”) to delivered by a Holder that is an Initial Holder or Affiliated Holder or is at the Company request time a Ten Percent Holder (such Person or Persons, the “Initiating Holder”) at any time requesting that the Company file effect the registration (including an Initial Public Offering) (a “Demand Registration Statement and Registration”) under the Securities Act (iiother than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) upon of any or all of the Registrable Securities held by such requestHolder, the Company shall as soon as practicable, and promptly (but in any event within event, not later than five (5) Business Days following the later Company’s receipt of thirty (30such Demand Notice) days after give written notice of the date receipt of such Demand Notice is given by the Participating Holder or ten to all other Holders that, to its knowledge, hold Registrable Securities (10) days after the Participating Holders have provided the Required Information to the Companyeach, file a “Demand Registration Statement under the Securities Act covering the Registrable Shares that the Participating Holders request be included in such Registration Statement. The Company shall use its reasonable best efforts to cause such Demand Registration Statement to become effective as soon as practicable and remain effective until all Registrable Shares included in such Registration Statement are sold. A previous participation in any registrations effected by the Company pursuant to Section 2.01(g) will not affect the Participating Eligible Holder’s registration rights under clause (i) above; provided that Participating Holders may not make any demand pursuant to clause (i) above if a Registration Statement is in effect for such Participating Holder’s Registrable Shares pursuant to a previous demand under such clause (i”). The Company shall not be obligated promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (1) the Registrable Securities which the Company has been so requested to register by the Initiating Holders in the Demand Notice, (2) all other Registrable Securities of the same class or series as those requested to take be registered by the Initiating Holder which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within ten (10) Business Days after the giving of such written notice by the Company, and (3) any action Registrable Securities to effectbe offered and sold by the Company, in each case subject to Section 2(b)(v), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to this Section 2.01(e2(a) during the period that ends on or (y) has a date that is ninety (90) days after the currently effective date of a Company-initiated registration of Common Stock, provided that the Company shall use its reasonable best efforts to cause such Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to become effective as soon as practicable thereafterthis Agreement.

Demand Registration Statement. If any Registrable Securities or Redeemable LLC Units remain outstanding after the S-3 Expiration Date, Holders may make a written demand for any reason registration under the Company ceases to be eligible to register the Registrable Shares on the Shelf Registration Statement following the date hereof Securities Act of all or the Shelf Registration Statement is not available for resale part of the Registrable Shares after the expiration of the Lock-Up Period, subject to the Company’s timely receipt of the Required Information from the Participating Holders as contemplated by Section 2.03(c) and subject to Section 2.02(a) and Article III hereof, (i) at any time during the Demand Registration Period, the Participating Holders owning and proposing to register Registrable Shares representing, in the aggregate, at least $5,000,000 as of such time may by notice Securities (a “Demand NoticeRegistration”); provided, however, that (i) to the Company request that the Company file a shall not be obligated to effect more than two Demand Registration Statement Registrations for Holders in any twelve month period, and (ii) the number of Registrable Securities proposed to be sold by the Holder(s) making such written demand either (x) shall be all the Registrable Securities owned by, or that may be issued upon exchange of Redeemable LLC Units to, such request, Holders or (y) shall have an estimated market value at the time of such demand (based upon the then market price of a share of Common Stock) of at least $500,000 or (z) shall be at least 25,000 shares of Common Stock. The Company shall file any registration statement required by this Section 3.1(b), which registration statement shall comply as soon as practicable, and to form in any event all material respects with the applicable Commission rules providing for the sale by the Holder(s) of such Registrable Securities (a “Demand Registration Statement”) with the Commission within the later of thirty (30) days after receipt of the date such Demand Notice is given by requisite Holder demand and shall use its commercially reasonable efforts to cause the Participating Holder or ten (10) days after the Participating Holders have provided the Required Information to the Company, file a Demand Registration Statement under to be declared effective by the Commission as soon as practicable thereafter. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of Registrable Securities Act covering and Redeemable LLC Units as soon as practicable (but in no event less than twenty (20) days before the Registrable Shares that anticipated filing date), and such notice shall offer such Holders the Participating Holders request be included opportunity to participate in such Demand Registration Statementand to register such number of shares of Registrable Securities as each such Holder may request. The Company shall use its commercially reasonable best efforts to cause keep each such Demand Registration Statement continuously effective for a period of one hundred eighty (180) days (such period, in each case, to become effective as soon as practicable and remain effective until all Registrable Shares included in such be extended by the number of days, if any, during which Holders were not permitted to make offers or sales under the Demand Registration Statement are sold. A previous participation in any registrations effected by the Company pursuant to reason of Section 2.01(g) will not affect the Participating Holder’s registration rights under clause (i) above3.3 hereof); provided that Participating Holders may not make any demand pursuant in no event shall the Company be obligated to clause (i) above if a maintain the effectiveness of the Demand Registration Statement is in effect for such Participating Holder’s once all of the Registrable Shares pursuant Securities covered thereby cease to a previous demand under such clause (i)be Registrable Securities. The Company may elect to include in any Demand Registration Statement additional shares of Common Stock to be issued by the Company, if the Company reasonably believes that the inclusion of such additional shares will not adversely affect the marketability of the offering and subject, in the case of an underwritten secondary Demand Registration, to cutback by the managing underwriters. A registration shall not be obligated to effect, or to take any action to effect, any constitute a Demand Registration under this Section 3.1(b)(i) until the Demand Registration Statement pursuant to this Section 2.01(ehas been declared effective or (ii) during if the period that ends on a date that Demand Registration is suspended for more than ninety (90) days after the effective date of a Company-initiated registration of Common Stock, provided that the Company shall use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable thereafterdays.

Demand Registration Statement. If for any reason the Company ceases to be eligible to register the Registrable Shares on the Shelf Registration Statement following the date hereof or the Shelf Registration Statement is not available for resale of the Registrable Shares after the expiration of the Lock-Up Period, subject to the Company’s timely receipt of the Required Information from the Participating Holders as contemplated by Section 2.03(c(a) and subject to Section 2.02(a) and Article III hereof, (i) If at any time during the Demand Registration Periodfollowing November 4, the Participating Holders owning and proposing to register Registrable Shares representing, in the aggregate, at least $5,000,000 as of such time may by notice (a “Demand Notice”) to 2008 the Company receives a written request that the Company file from Holders of Registrable Securities with respect to a Demand Registration Statement and (ii) upon such requestsale of Registrable Securities in an aggregate amount of not less than $100,000,000, the Company shall prepare and, as soon promptly as practicable, practicable file with the SEC and in any event within the later of thirty (30) days after the date such Demand Notice is given by the Participating Holder or ten (10) days after the Participating Holders have provided the Required Information to the Company, file a Demand Registration Statement under the Securities Act covering the Registrable Shares that the Participating Holders request be included in such Registration Statement. The Company shall use its reasonable best efforts to cause such Demand Registration Statement to become be declared effective as soon as practicable a registration statement (a “Registration Statement”) relating to the offer and remain effective until all sale of the Registrable Shares included Securities by Holders thereof requesting to participate in such Registration Statement are sold. A previous participation in any registrations effected accordance with the methods of distribution set forth in the Registration Statement and applicable rules promulgated by the Company SEC pursuant to Section 2.01(g) will not affect the Participating Holder’s registration rights under clause (i) aboveSecurities Act, as such rules may be amended from time to time, or any successor rules or regulations, subject to the limitations of this Agreement; provided that Participating Holders may not make any demand so long as the Company is a Well-Known Seasoned Issuer and is eligible to file an automatic shelf registration pursuant to clause (i) above if a Registration Statement is in effect for Instruction 1.D. of Form S-3, it shall file such Participating Holder’s Registrable Shares pursuant to a previous demand under such clause (i). The Company shall not be obligated to effect, or to take any action to effect, any Registration Statement pursuant to this Section 2.01(esuch Instruction.. (ii) during If at any time following November 4, 2008 and prior to the period that ends twelve month anniversary of the date on which the Initial Preferred Shares are issued, and for so long as the Company is eligible to use a date that is ninety (90) days after Form S-3 registration statement, the effective date Company receives a written request from Holders of at least 25% percent of the Registrable Securities to file a Company-initiated registration statement to cover sales of Common StockRegistrable Securities pursuant to Rule 144, provided that the Company shall prepare and, as promptly as practicable file with the SEC and use its reasonable best efforts to cause such Registration Statement to become be declared effective as soon as practicable thereaftera Registration Statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by Holders requesting to participate in such Registration Statement pursuant to Rule 144, subject to the limitations of this Agreement; provided that so long as the Company is a Well-Known Seasoned Issuer and is eligible to file an automatic shelf registration pursuant to Instruction 1.D. of Form S-3 it shall file such Registration Statement pursuant to such Instruction. (iii) If at any time following November 4, 2008 the Company shall cease to have the status of Well-Known Seasoned Issuer or is otherwise ineligible to file an automatic shelf registration pursuant to Instruction 1.D. of Form S-3, the Company shall, within 60 days of losing such status, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale of all Registrable Securities, and shall file such additional Registration Statements in accordance with Rule 462(a)(6) under the Securities Act as may be required in order for a Registration Statement to be continuously available to the Holders for the resale of Registrable Securities; provided, further, that the Holders shall notify the Company at least five Business Days in advance of the commencement of any proposed offers and sales by them of Registrable Securities under such Registration Statement, and such offers and sales shall be subject to the terms and conditions of this Agreement.

Demand Registration Statement. If The Company shall use its best efforts to expeditiously effect the registration of all Registrable Securities for any reason an offering to be made on a delayed or continuous basis pursuant to Rule 415 as requested by the Lead Purchaser by the Filing Date. The Registration Statement shall be on Form S-3 (except if the Company ceases to be is not then eligible to register for resale the Registrable Shares Securities on Form S-3, in which case such registration shall be, at the Shelf Registration Statement following election of the Lead Purchaser, on Form S-1 or another appropriate form for such purpose) and shall contain a plan of distribution description and selling stockholder information description as mutually agreed by the Company and the Lead Purchaser; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. If the Company is a “well known seasoned issuer” (as defined in Rule 405) as of the date hereof or the Shelf Registration Statement is not available for resale filed with the Commission, such Registration Statement shall be an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act). Subject to the terms of this Agreement, the Registrable Shares Company shall use its best efforts to cause a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the expiration of filing thereof, but in any event no later than the Lock-Up Periodapplicable Effectiveness Date, subject and shall use its best efforts to keep such Registration Statement continuously effective under the Company’s timely receipt of Securities Act until the Required Information from the Participating Holders as contemplated date that all Registrable Securities covered by Section 2.03(c) and subject to Section 2.02(a) and Article III hereof, such Registration Statement (i) at any time during have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the Demand Registration Periodrequirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the Participating Holders owning and proposing to register Registrable Shares representing, in the aggregate, at least $5,000,000 as of such time may by notice (a “Demand Notice”) counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall request that effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall notify the Company file Holders via facsimile or by e-mail of the effectiveness of a Demand Registration Statement and (ii) upon such request, by 9:00 a.m. Eastern Time on the Company shall as soon as practicable, and in any event within Trading Day immediately following the later effective date of thirty (30) days after the date such Demand Notice is given by the Participating Holder or ten (10) days after the Participating Holders have provided the Required Information to the Company, file a Demand Registration Statement under the Securities Act covering the Registrable Shares that the Participating Holders request be included in such Registration Statement. The Company shall use its reasonable best efforts to cause such Demand Registration Statement to become effective as soon as practicable and remain effective until all Registrable Shares included in such Registration Statement are sold. A previous participation in any registrations effected shall, by 9:30 a.m. Eastern Time on the Company pursuant to Section 2.01(g) will not affect the Participating Holder’s registration rights under clause (i) above; provided that Participating Holders may not make any demand pursuant to clause (i) above if a Registration Statement is in effect for such Participating Holder’s Registrable Shares pursuant to a previous demand under such clause (i). The Company shall not be obligated to effect, or to take any action to effect, any Registration Statement pursuant to this Section 2.01(e) during the period that ends on a date that is ninety (90) days Trading Day after the effective date of a Company-initiated registration of Common Stock, provided that the Company shall use its reasonable best efforts to cause such Registration Statement Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to become effective so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as soon foresaid shall be deemed an Event under Section 6.1(h). The Lead Purchaser shall be entitled to an unlimited number of Demand Registration Statements until such time as practicable thereafterthe Lead Purchaser beneficially owns less than a Registrable Amount.